FORM S-4

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

0001193125-12-335074.txt : 20120803 0001193125-12-335074.hdr.sgml : 20120803 20120803170440 ACCESSION NUMBER: 0001193125-12-335074 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 234 FILED AS OF DATE: 20120803 DATE AS OF CHANGE: 20120803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY AMERICA INC CENTRAL INDEX KEY: 0001067218 IRS NUMBER: 931116066 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-78 FILM NUMBER: 121007561 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET, SUITE 700 CITY: ST. LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3032713600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY ENERGY SOLUTIONS INC CENTRAL INDEX KEY: 0001067220 IRS NUMBER: 431753832 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-61 FILM NUMBER: 121007543 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET, SUITE 830 CITY: ST. LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143427600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY NATURAL RESOURCES CO CENTRAL INDEX KEY: 0001067231 IRS NUMBER: 510332232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-48 FILM NUMBER: 121007530 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET, SUITE 718 CITY: ST. LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY VENEZUELA COAL CORP CENTRAL INDEX KEY: 0001067233 IRS NUMBER: 431609813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-34 FILM NUMBER: 121007516 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET, SUITE 715 CITY: ST. LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY WESTERN COAL CO CENTRAL INDEX KEY: 0001067258 IRS NUMBER: 860766626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-45 FILM NUMBER: 121007527 BUSINESS ADDRESS: STREET 1: 1300 S. YALE CITY: FLAGSTAFF STATE: AZ ZIP: 86001 BUSINESS PHONE: 5207745253 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SENECA COAL CO CENTRAL INDEX KEY: 0001067259 IRS NUMBER: 841273892 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-21 FILM NUMBER: 121007503 BUSINESS ADDRESS: STREET 1: 1300 S. YALE CITY: FLAGSTAFF STATE: AZ ZIP: 86001 BUSINESS PHONE: 5207745253 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACK HILLS MINING CO LLC CENTRAL INDEX KEY: 0001282015 IRS NUMBER: 320049741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-120 FILM NUMBER: 121007603 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY ENERGY CORP CENTRAL INDEX KEY: 0001064728 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 134004153 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073 FILM NUMBER: 121007481 BUSINESS ADDRESS: STREET 1: 701 MARKET ST CITY: ST LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST CITY: ST LOUIS STATE: MO ZIP: 63101-1826 FORMER COMPANY: FORMER CONFORMED NAME: P&L COAL HOLDINGS CORP DATE OF NAME CHANGE: 19980623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDCO SUPPLY & EQUIPMENT Co CENTRAL INDEX KEY: 0001067209 IRS NUMBER: 436042249 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-84 FILM NUMBER: 121007567 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314 342 3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: MIDCO SUPPLY & EQUIPMENT CORP DATE OF NAME CHANGE: 19980729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COALSALES II, LLC CENTRAL INDEX KEY: 0001067219 IRS NUMBER: 431610419 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-98 FILM NUMBER: 121007582 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET, SUITE 830 CITY: ST. LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143427600 MAIL ADDRESS: STREET 1: 701 MARKET STREET, SUITE 830 CITY: ST. LOUIS STATE: MO ZIP: 63101-1826 FORMER COMPANY: FORMER CONFORMED NAME: PEABODY COALSALES CO DATE OF NAME CHANGE: 19980729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDEPENDENCE MATERIAL HANDLING, LLC CENTRAL INDEX KEY: 0001067221 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 431750064 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-106 FILM NUMBER: 121007589 BUSINESS ADDRESS: STREET 1: 701 MARKET ST #840 STREET 2: C/O P&L COAL HOLDING CITY: ST LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: C/O P&L COAL HOLDING CO CITY: ST LOUIS STATE: MO ZIP: 63101-1826 FORMER COMPANY: FORMER CONFORMED NAME: INDEPENDENCE MATERIAL HANDLING CO DATE OF NAME CHANGE: 19980729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JAMES RIVER COAL TERMINAL, LLC CENTRAL INDEX KEY: 0001067223 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 550643770 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-105 FILM NUMBER: 121007588 BUSINESS ADDRESS: STREET 1: 701 MARKET ST #840 STREET 2: C/O P&L COAL HOLDING CITY: ST LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: C/O P&L COAL HOLDING CO CITY: ST LOUIS STATE: MO ZIP: 63101-1826 FORMER COMPANY: FORMER CONFORMED NAME: JAMES RIVER COAL TERMINAL CO DATE OF NAME CHANGE: 19980729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JUNIPER COAL CO CENTRAL INDEX KEY: 0001067224 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 431744675 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-104 FILM NUMBER: 121007587 BUSINESS ADDRESS: STREET 1: 701 MARKET ST #840 STREET 2: C/O P&L COAL HOLDING CITY: ST LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: C/O P&L COAL HOLDING CO CITY: ST LOUIS STATE: MO ZIP: 63101-1826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABALLO COAL, LLC CENTRAL INDEX KEY: 0001067226 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 830309633 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-09 FILM NUMBER: 121007487 BUSINESS ADDRESS: STREET 1: 1013 BOXELDER STREET 2: CALLER BOX 3037 CITY: GILLETTE STATE: WY ZIP: 82717 BUSINESS PHONE: 3076876900 MAIL ADDRESS: STREET 1: 1013 BOXELDER STREET 2: CALLER BOX 3037 CITY: GILLETTE STATE: WY ZIP: 82717 FORMER COMPANY: FORMER CONFORMED NAME: CABALLO COAL CO DATE OF NAME CHANGE: 19980729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COTTONWOOD LAND CO CENTRAL INDEX KEY: 0001067227 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 830309633 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-95 FILM NUMBER: 121007578 BUSINESS ADDRESS: STREET 1: 301 N MEMORIAL DR STREET 2: SUITE 334 CITY: ST LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 3143427610 MAIL ADDRESS: STREET 1: 301 N MEMORIAL DR STREET 2: SUITE 334 CITY: ST LOUIS STATE: MO ZIP: 63102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAYDEN GULCH TERMINAL, LLC CENTRAL INDEX KEY: 0001067230 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 860719481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-111 FILM NUMBER: 121007594 BUSINESS ADDRESS: STREET 1: PO BOX 882323 CITY: STEAMBOAT SPRINGS STATE: CO ZIP: 80488 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 301 N MEMORIAL DR STREET 2: SUITE 334 CITY: ST LOUIS STATE: MO ZIP: 63102 FORMER COMPANY: FORMER CONFORMED NAME: HAYDEN GULCH TERMINAL INC DATE OF NAME CHANGE: 19980729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY TERMINALS, LLC CENTRAL INDEX KEY: 0001067232 IRS NUMBER: 311035824 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-35 FILM NUMBER: 121007517 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET, SUITE 712 CITY: ST. LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET STREET, SUITE 712 CITY: ST. LOUIS STATE: MO ZIP: 63101-1826 FORMER COMPANY: FORMER CONFORMED NAME: PEABODY TERMINALS INC DATE OF NAME CHANGE: 19980729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY COALTRADE, LLC CENTRAL INDEX KEY: 0001067237 IRS NUMBER: 431666743 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-70 FILM NUMBER: 121007553 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 23050-3395 BUSINESS PHONE: 8049350345 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 23050-3395 FORMER COMPANY: FORMER CONFORMED NAME: COALTRADE, LLC DATE OF NAME CHANGE: 20060724 FORMER COMPANY: FORMER CONFORMED NAME: PEABODY COALTRADE INC DATE OF NAME CHANGE: 19980729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY DEVELOPMENT COMPANY, LLC CENTRAL INDEX KEY: 0001067240 IRS NUMBER: 431265557 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-66 FILM NUMBER: 121007548 BUSINESS ADDRESS: STREET 1: 301 NORTH MEMORIAL DRIVE CITY: ST. LOUIS STATE: MO ZIP: 63102 BUSINESS PHONE: 3143427610 MAIL ADDRESS: STREET 1: 301 NORTH MEMORIAL DRIVE CITY: ST. LOUIS STATE: MO ZIP: 63102 FORMER COMPANY: FORMER CONFORMED NAME: PEABODY DEVELOPMENT CO DATE OF NAME CHANGE: 19980729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWDER RIVER COAL, LLC CENTRAL INDEX KEY: 0001067247 IRS NUMBER: 430996010 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-06 FILM NUMBER: 121007484 BUSINESS ADDRESS: STREET 1: 1013 EAST BOXELDER CITY: GILLETTE STATE: WY ZIP: 82718 BUSINESS PHONE: 3076876900 MAIL ADDRESS: STREET 1: 1013 EAST BOXELDER CITY: GILLETTE STATE: WY ZIP: 82718 FORMER COMPANY: FORMER CONFORMED NAME: POWDER RIVER COAL CO DATE OF NAME CHANGE: 19980729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIG SKY COAL CO CENTRAL INDEX KEY: 0001067248 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 810476071 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-121 FILM NUMBER: 121007604 BUSINESS ADDRESS: STREET 1: 1300 S YALE CITY: FLAGSTAFF STATE: AZ ZIP: 86001 BUSINESS PHONE: 5207745233 MAIL ADDRESS: STREET 1: 1300 S YALE CITY: FLAGSTAFF STATE: AZ ZIP: 86001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAYENTA MOBILE HOME PARK INC CENTRAL INDEX KEY: 0001067249 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 860773596 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-103 FILM NUMBER: 121007586 BUSINESS ADDRESS: STREET 1: 1300 S YALE CITY: FLAGSTAFF STATE: AZ ZIP: 86001 BUSINESS PHONE: 5207745233 MAIL ADDRESS: STREET 1: 1300 S YALE CITY: FLAGSTAFF STATE: AZ ZIP: 86001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY HOLDING COMPANY, LLC /DE/ CENTRAL INDEX KEY: 0001067250 IRS NUMBER: 742666822 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-73 FILM NUMBER: 121007556 BUSINESS ADDRESS: STREET 1: P.O. BOX 66746 CITY: ST. LOUIS STATE: MO ZIP: 63166 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: P.O. BOX 66746 CITY: ST. LOUIS STATE: MO ZIP: 63166 FORMER COMPANY: FORMER CONFORMED NAME: RIO ESCONDIDO COAL CORP DATE OF NAME CHANGE: 19980729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLD FIELDS MINING, LLC CENTRAL INDEX KEY: 0001067251 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 860773596 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-113 FILM NUMBER: 121007596 BUSINESS ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 BUSINESS PHONE: 3032713600 MAIL ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 FORMER COMPANY: FORMER CONFORMED NAME: GOLD FIELDS MINING CORP DATE OF NAME CHANGE: 19980729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLD FIELDS ORTIZ, LLC CENTRAL INDEX KEY: 0001067253 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 222204381 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-112 FILM NUMBER: 121007595 BUSINESS ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 BUSINESS PHONE: 3032713600 MAIL ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 FORMER COMPANY: FORMER CONFORMED NAME: GOLD FIELDS ORITZ, LLC DATE OF NAME CHANGE: 20060724 FORMER COMPANY: FORMER CONFORMED NAME: GOLD FIELDS OPERATING CO- ORITZ DATE OF NAME CHANGE: 19980729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLD FIELDS CHILE, LLC CENTRAL INDEX KEY: 0001067254 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 133004607 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-114 FILM NUMBER: 121007597 BUSINESS ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 BUSINESS PHONE: 3032713600 MAIL ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 FORMER COMPANY: FORMER CONFORMED NAME: GOLD FIELDS CHILE SA DATE OF NAME CHANGE: 19980729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Riverview Terminal Co. CENTRAL INDEX KEY: 0001067256 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 132899722 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-24 FILM NUMBER: 121007506 BUSINESS ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 BUSINESS PHONE: 3032713600 MAIL ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 FORMER COMPANY: FORMER CONFORMED NAME: DARIUS GOLD MINE INC DATE OF NAME CHANGE: 19980729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARID OPERATIONS INC CENTRAL INDEX KEY: 0001067257 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 841199578 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-123 FILM NUMBER: 121007606 BUSINESS ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 BUSINESS PHONE: 3032713600 MAIL ADDRESS: STREET 1: 14062 DENVER WEST PARKWAY STREET 2: SUITE 110 CITY: GOLDEN STATE: CO ZIP: 63102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GALLO FINANCE CO CENTRAL INDEX KEY: 0001068701 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] IRS NUMBER: 431823616 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-115 FILM NUMBER: 121007598 BUSINESS ADDRESS: STREET 1: 701 MARKET ST STREET 2: SUITE 713 CITY: ST LOUIS STATE: MO ZIP: 63101-1826 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: SUITE 713 CITY: ST LOUIS STATE: MO ZIP: 63101-1826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY ARCHVEYOR LLC CENTRAL INDEX KEY: 0001146019 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-77 FILM NUMBER: 121007560 BUSINESS ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 730 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 730 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL STATES COAL RESERVES OF ILLINOIS, LLC CENTRAL INDEX KEY: 0001146020 IRS NUMBER: 431869432 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-117 FILM NUMBER: 121007600 BUSINESS ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 730 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 730 CITY: ST LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: PEABODY DEVELOPMENT LAND HOLDINGS LLC DATE OF NAME CHANGE: 20010727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY NATURAL GAS LLC CENTRAL INDEX KEY: 0001146021 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-49 FILM NUMBER: 121007531 BUSINESS ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 730 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 730 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY SOUTHWESTERN COAL CO CENTRAL INDEX KEY: 0001146023 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-37 FILM NUMBER: 121007519 BUSINESS ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 730 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 730 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PORCUPINE PRODUCTION LLC CENTRAL INDEX KEY: 0001146024 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-26 FILM NUMBER: 121007508 BUSINESS ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 730 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 730 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PORCUPINE TRANSPORTATION LLC CENTRAL INDEX KEY: 0001146025 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-25 FILM NUMBER: 121007507 BUSINESS ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 730 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 730 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOROUGHBRED GENERATING COMPANY, LLC CENTRAL INDEX KEY: 0001146027 IRS NUMBER: 431898534 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-16 FILM NUMBER: 121007496 BUSINESS ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 730 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 730 CITY: ST LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: THOROUGHBRED GENERATING COMPANY, L.L.C. DATE OF NAME CHANGE: 20060725 FORMER COMPANY: FORMER CONFORMED NAME: THOROUGHBRED GENERATING CO DATE OF NAME CHANGE: 20010727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY ENERGY GENERATION HOLDING CO CENTRAL INDEX KEY: 0001242341 IRS NUMBER: 731625891 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-63 FILM NUMBER: 121007545 BUSINESS ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST # 930 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST #930 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY ENERGY INVESTMENTS INC CENTRAL INDEX KEY: 0001242365 IRS NUMBER: 680541702 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-62 FILM NUMBER: 121007544 BUSINESS ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST. #717 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST. #717 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY RECREATIONAL LANDS LLC CENTRAL INDEX KEY: 0001242368 IRS NUMBER: 431898382 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-42 FILM NUMBER: 121007524 BUSINESS ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST. #920 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST. #920 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Arclar Mining, LLC CENTRAL INDEX KEY: 0001242371 IRS NUMBER: 311566354 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-76 FILM NUMBER: 121007559 BUSINESS ADDRESS: STREET 1: 420 LONGLANE RD CITY: EQUALITY STATE: IL ZIP: 62934 BUSINESS PHONE: 6182734314 MAIL ADDRESS: STREET 1: 420 LONGLANE RD CITY: EQUALITY STATE: IL ZIP: 62934 FORMER COMPANY: FORMER CONFORMED NAME: ARCLAR CO LLC DATE OF NAME CHANGE: 20030616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Midwest Mining, LLC CENTRAL INDEX KEY: 0001242381 IRS NUMBER: 351799736 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-52 FILM NUMBER: 121007534 BUSINESS ADDRESS: STREET 1: PO BOX 312 CITY: EVANSVILLE STATE: IN ZIP: 47702 BUSINESS PHONE: 8124249000 MAIL ADDRESS: STREET 1: PO BOX 312 CITY: EVANSVILLE STATE: IN ZIP: 47702 FORMER COMPANY: FORMER CONFORMED NAME: BLACK BEAUTY COAL CO DATE OF NAME CHANGE: 20030616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYPRUS CREEK LAND CO CENTRAL INDEX KEY: 0001242387 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-94 FILM NUMBER: 121007577 BUSINESS ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST. #772 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST #772 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FALCON COAL CO CENTRAL INDEX KEY: 0001242399 IRS NUMBER: 352006760 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-88 FILM NUMBER: 121007571 BUSINESS ADDRESS: STREET 1: 414 SOUTH FARES CITY: EVANSVILLE STATE: IN ZIP: 47714 BUSINESS PHONE: 8124249000 MAIL ADDRESS: STREET 1: 414 SOUTH FARES CITY: EVANSVILLE STATE: IN ZIP: 47714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUSTANG ENERGY CO LLC CENTRAL INDEX KEY: 0001242405 IRS NUMBER: 431898532 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-80 FILM NUMBER: 121007563 BUSINESS ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST. #773 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST. #773 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIGHWALL MINING SERVICES CO CENTRAL INDEX KEY: 0001242406 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-110 FILM NUMBER: 121007593 BUSINESS ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST. #805 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST. #805 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYPRUS CREEK LAND RESOURCES LLC CENTRAL INDEX KEY: 0001242407 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-93 FILM NUMBER: 121007576 BUSINESS ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST. #775 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST #775 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY-WATERSIDE DEVELOPMENT LLC CENTRAL INDEX KEY: 0001242410 IRS NUMBER: 753098342 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-32 FILM NUMBER: 121007514 BUSINESS ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST #921 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST. #921 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOROUGHBRED MINING CO LLC CENTRAL INDEX KEY: 0001242423 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-15 FILM NUMBER: 121007494 BUSINESS ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST #721 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST. #721 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUGAR CAMP PROPERTIES CENTRAL INDEX KEY: 0001242426 IRS NUMBER: 352130006 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-18 FILM NUMBER: 121007500 BUSINESS ADDRESS: STREET 1: 414 SOUTH FARES CITY: EVANSVILLE STATE: IN ZIP: 47714 BUSINESS PHONE: 8124249000 MAIL ADDRESS: STREET 1: 414 SOUTH FARES CITY: EVANSVILLE STATE: IN ZIP: 47714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STAR LAKE ENERGY CO LLC CENTRAL INDEX KEY: 0001242430 IRS NUMBER: 431898533 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-19 FILM NUMBER: 121007501 BUSINESS ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST #951 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST. #951 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POND RIVER LAND CO CENTRAL INDEX KEY: 0001242434 IRS NUMBER: 731625893 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-27 FILM NUMBER: 121007509 BUSINESS ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST. #771 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: C/O PEABODY ENERGY STREET 2: 701 MARKET ST #771 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIG RIDGE INC CENTRAL INDEX KEY: 0001242446 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-122 FILM NUMBER: 121007605 BUSINESS ADDRESS: STREET 1: 617 E. CHURCH ST CITY: HARRISBURG STATE: IL ZIP: 62946 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 617 E. CHURCH ST CITY: HARRISBURG STATE: IL ZIP: 62946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDWEST COAL ACQUISITION CORP CENTRAL INDEX KEY: 0001267797 IRS NUMBER: 200217640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-83 FILM NUMBER: 121007566 BUSINESS ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 722 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 722 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY POWERTREE INVESTMENTS LLC CENTRAL INDEX KEY: 0001267798 IRS NUMBER: 200116980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-43 FILM NUMBER: 121007525 BUSINESS ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 954 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 954 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEC EQUIPMENT CO LLC CENTRAL INDEX KEY: 0001267799 IRS NUMBER: 200217950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-29 FILM NUMBER: 121007511 BUSINESS ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 726 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 726 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POINT PLEASANT DOCK CO LLC CENTRAL INDEX KEY: 0001267800 IRS NUMBER: 200117005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-28 FILM NUMBER: 121007510 BUSINESS ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 708 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 708 CITY: ST LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY COULTERVILLE MINING, LLC CENTRAL INDEX KEY: 0001267801 IRS NUMBER: 200217834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-67 FILM NUMBER: 121007549 BUSINESS ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 723 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143423400 MAIL ADDRESS: STREET 1: 701 MARKET ST STREET 2: STE 723 CITY: ST LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: COULTERVILLE COAL COMPANY, LLC DATE OF NAME CHANGE: 20060724 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAMSVILLE COAL CO LLC DATE OF NAME CHANGE: 20031021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY INVESTMENTS CORP. CENTRAL INDEX KEY: 0001282013 IRS NUMBER: 200480084 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-54 FILM NUMBER: 121007536 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: BTU WORLDWIDE INC DATE OF NAME CHANGE: 20040227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN LAND HOLDINGS OF KENTUCKY, LLC CENTRAL INDEX KEY: 0001282014 IRS NUMBER: 200766113 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-125 FILM NUMBER: 121007608 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: BTU VENEZUELA LLC DATE OF NAME CHANGE: 20040227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BTU Western Resources, Inc. CENTRAL INDEX KEY: 0001299314 IRS NUMBER: 201019486 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-119 FILM NUMBER: 121007602 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BTU Empire Company, LLC CENTRAL INDEX KEY: 0001299315 IRS NUMBER: 741869420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-10 FILM NUMBER: 121007488 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: BTU Empire CORP DATE OF NAME CHANGE: 20040802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Colorado Yampa Coal CO CENTRAL INDEX KEY: 0001299316 IRS NUMBER: 953761211 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-97 FILM NUMBER: 121007581 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Shoshone Coal CORP CENTRAL INDEX KEY: 0001299321 IRS NUMBER: 251336898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-20 FILM NUMBER: 121007502 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Twentymile Coal, LLC CENTRAL INDEX KEY: 0001299322 IRS NUMBER: 953811846 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-14 FILM NUMBER: 121007492 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: Twentymile Coal CO DATE OF NAME CHANGE: 20040802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Coal Reserves Holding LTD Liability CO No. 1 CENTRAL INDEX KEY: 0001325392 IRS NUMBER: 431922737 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-100 FILM NUMBER: 121007583 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HMC Mining, LLC CENTRAL INDEX KEY: 0001325396 IRS NUMBER: 431875853 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-108 FILM NUMBER: 121007591 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody COALTRADE International (CTI), LLC CENTRAL INDEX KEY: 0001325428 IRS NUMBER: 201435716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-71 FILM NUMBER: 121007554 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 836 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 836 CITY: ST. LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: COALTRADE International, LLC DATE OF NAME CHANGE: 20050428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEABODY COALSALES, LLC CENTRAL INDEX KEY: 0001325429 IRS NUMBER: 201759740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-72 FILM NUMBER: 121007555 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: COALSALES, LLC DATE OF NAME CHANGE: 20050428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Land Holdings of Indiana, LLC CENTRAL INDEX KEY: 0001325430 IRS NUMBER: 202514299 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-126 FILM NUMBER: 121007609 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: West Roundup Resources, LLC CENTRAL INDEX KEY: 0001370144 IRS NUMBER: 202561489 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-13 FILM NUMBER: 121007491 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 736 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 736 CITY: ST. LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: West Roundup Resources, Inc. DATE OF NAME CHANGE: 20060725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: School Creek Coal Company, LLC CENTRAL INDEX KEY: 0001370145 IRS NUMBER: 202902073 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-04 FILM NUMBER: 121007482 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 738 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 738 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Venture Fund, LLC CENTRAL INDEX KEY: 0001370147 IRS NUMBER: 203405779 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-33 FILM NUMBER: 121007515 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Electricity, LLC CENTRAL INDEX KEY: 0001370148 IRS NUMBER: 203405744 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-65 FILM NUMBER: 121007547 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Cardinal Gasification, LLC CENTRAL INDEX KEY: 0001370149 IRS NUMBER: 205047955 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-87 FILM NUMBER: 121007570 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 931 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 931 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: New Mexico Coal Resources, LLC CENTRAL INDEX KEY: 0001370151 IRS NUMBER: 203405643 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-79 FILM NUMBER: 121007562 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Midwest Coal Reserves of Indiana, LLC CENTRAL INDEX KEY: 0001370152 IRS NUMBER: 203405958 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-81 FILM NUMBER: 121007564 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 722 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 722 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Land Development, LLC CENTRAL INDEX KEY: 0001370159 IRS NUMBER: 203405570 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-129 FILM NUMBER: 121007612 BUSINESS ADDRESS: STREET 1: 710 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 710 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Midwest Coal Reserves of Illinois, LLC CENTRAL INDEX KEY: 0001370160 IRS NUMBER: 203960648 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-82 FILM NUMBER: 121007565 BUSINESS ADDRESS: STREET 1: 710 MARKET STREET STREET 2: SUITE 722 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 710 MARKET STREET STREET 2: SUITE 722 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dyson Creek Coal Company, LLC CENTRAL INDEX KEY: 0001370163 IRS NUMBER: 431898526 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-92 FILM NUMBER: 121007575 BUSINESS ADDRESS: STREET 1: 710 MARKET STREET STREET 2: SUITE 952 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 710 MARKET STREET STREET 2: SUITE 952 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Central States Coal Reserves of Indiana, LLC CENTRAL INDEX KEY: 0001370166 IRS NUMBER: 203960696 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-116 FILM NUMBER: 121007599 BUSINESS ADDRESS: STREET 1: 710 MARKET STREET STREET 2: SUITE 983 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 710 MARKET STREET STREET 2: SUITE 983 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Land Holdings of Illinois, LLC CENTRAL INDEX KEY: 0001370167 IRS NUMBER: 431898527 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-127 FILM NUMBER: 121007610 BUSINESS ADDRESS: STREET 1: 710 MARKET STREET STREET 2: SUITE 974 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 710 MARKET STREET STREET 2: SUITE 974 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: School Creek Coal Resources, LLC CENTRAL INDEX KEY: 0001376811 IRS NUMBER: 203585831 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-22 FILM NUMBER: 121007504 BUSINESS ADDRESS: STREET 1: 710 MARKET STREET, SUITE 742 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 710 MARKET STREET, SUITE 742 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Marigold Electricity, LLC CENTRAL INDEX KEY: 0001469758 IRS NUMBER: 260180352 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-85 FILM NUMBER: 121007568 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 793 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 793 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lively Grove Energy Partners, LLC CENTRAL INDEX KEY: 0001469759 IRS NUMBER: 260180403 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-86 FILM NUMBER: 121007569 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 794 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 794 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kentucky Syngas, LLC CENTRAL INDEX KEY: 0001469761 IRS NUMBER: 261156957 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-102 FILM NUMBER: 121007585 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 709 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 709 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Illinois Land Holdings, LLC CENTRAL INDEX KEY: 0001469762 IRS NUMBER: 261865197 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-107 FILM NUMBER: 121007590 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 799 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 799 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hillside Recreational Lands, LLC CENTRAL INDEX KEY: 0001469763 IRS NUMBER: 320214135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-109 FILM NUMBER: 121007592 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 797 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 797 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Elkland Holdings, LLC CENTRAL INDEX KEY: 0001469764 IRS NUMBER: 263724511 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-89 FILM NUMBER: 121007572 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: El Segundo Coal Company, LLC CENTRAL INDEX KEY: 0001469766 IRS NUMBER: 208162824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-90 FILM NUMBER: 121007573 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 768 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 768 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dyson Creek Mining Company, LLC CENTRAL INDEX KEY: 0001469767 IRS NUMBER: 208080062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-91 FILM NUMBER: 121007574 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 762 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 762 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Conservancy Resources, LLC CENTRAL INDEX KEY: 0001469770 IRS NUMBER: 205744701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-96 FILM NUMBER: 121007579 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 755 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 755 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Century Mineral Resources, Inc. CENTRAL INDEX KEY: 0001469771 IRS NUMBER: 363925555 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-101 FILM NUMBER: 121007584 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 798 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 798 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Caseyville Dock Company, LLC CENTRAL INDEX KEY: 0001469772 IRS NUMBER: 208080107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-118 FILM NUMBER: 121007601 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 764 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 764 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Bear Run Mining, LLC CENTRAL INDEX KEY: 0001469773 IRS NUMBER: 263582291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-75 FILM NUMBER: 121007558 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 802 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 802 CITY: ST. LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: Bear Run Coal Company, LLC DATE OF NAME CHANGE: 20090806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Land Holdings of West Virginia, LLC CENTRAL INDEX KEY: 0001469774 IRS NUMBER: 205744666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-124 FILM NUMBER: 121007607 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 754 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 754 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Land Holdings of Colorado, LLC CENTRAL INDEX KEY: 0001469775 IRS NUMBER: 263730572 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-128 FILM NUMBER: 121007611 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 809 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 809 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Southwest, LLC CENTRAL INDEX KEY: 0001469783 IRS NUMBER: 205744732 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-38 FILM NUMBER: 121007520 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 756 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 756 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Services Holding, LLC CENTRAL INDEX KEY: 0001469784 IRS NUMBER: 263726126 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-39 FILM NUMBER: 121007521 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 814 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 814 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Rocky Mountain Services, LLC CENTRAL INDEX KEY: 0001469785 IRS NUMBER: 208162706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-40 FILM NUMBER: 121007522 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 767 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 767 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Rocky Mountain Management Services, LLC CENTRAL INDEX KEY: 0001469786 IRS NUMBER: 263725390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-41 FILM NUMBER: 121007523 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 823 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 823 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Powder River Services, LLC CENTRAL INDEX KEY: 0001469787 IRS NUMBER: 263725850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-44 FILM NUMBER: 121007526 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 876 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 876 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Powder River Operations, LLC CENTRAL INDEX KEY: 0001469788 IRS NUMBER: 203405797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-59 FILM NUMBER: 121007541 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Operations Holding, LLC CENTRAL INDEX KEY: 0001469790 IRS NUMBER: 263723890 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-46 FILM NUMBER: 121007528 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 815 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 815 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody New Mexico Services, LLC CENTRAL INDEX KEY: 0001469791 IRS NUMBER: 208162939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-47 FILM NUMBER: 121007529 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Midwest Services, LLC CENTRAL INDEX KEY: 0001469792 IRS NUMBER: 263722194 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-50 FILM NUMBER: 121007532 BUSINESS ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 810 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 810 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Midwest Operations, LLC CENTRAL INDEX KEY: 0001469793 IRS NUMBER: 203405619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-51 FILM NUMBER: 121007533 BUSINESS ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 744 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 744 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Midwest Management Services, LLC CENTRAL INDEX KEY: 0001469794 IRS NUMBER: 263726045 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-53 FILM NUMBER: 121007535 BUSINESS ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 816 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 816 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody International Services, Inc. CENTRAL INDEX KEY: 0001469795 IRS NUMBER: 208340434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-55 FILM NUMBER: 121007537 BUSINESS ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 783 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 783 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody International Investments, Inc. CENTRAL INDEX KEY: 0001469796 IRS NUMBER: 261361182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-56 FILM NUMBER: 121007538 BUSINESS ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 703 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 703 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Indiana Services, LLC CENTRAL INDEX KEY: 0001469797 IRS NUMBER: 263724339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-57 FILM NUMBER: 121007539 BUSINESS ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 818 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 818 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Illinois Services, LLC CENTRAL INDEX KEY: 0001469798 IRS NUMBER: 263722638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-58 FILM NUMBER: 121007540 BUSINESS ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 811 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 811 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Gateway Services, LLC CENTRAL INDEX KEY: 0001469799 IRS NUMBER: 263724075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-60 FILM NUMBER: 121007542 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 817 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 817 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Colorado Services, LLC CENTRAL INDEX KEY: 0001469800 IRS NUMBER: 263723774 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-68 FILM NUMBER: 121007551 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 813 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 813 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Colorado Operations, LLC CENTRAL INDEX KEY: 0001469801 IRS NUMBER: 202561644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-69 FILM NUMBER: 121007552 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 832 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 832 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Bear Run Services, LLC CENTRAL INDEX KEY: 0001469802 IRS NUMBER: 263725923 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-74 FILM NUMBER: 121007557 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 820 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: (314) 342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 820 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wyoming Natural Gas, LLC CENTRAL INDEX KEY: 0001469808 IRS NUMBER: 205744610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-02 FILM NUMBER: 121007479 BUSINESS ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 757 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 757 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Williams Fork Coal Company, LLC CENTRAL INDEX KEY: 0001469809 IRS NUMBER: 208162742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-03 FILM NUMBER: 121007480 BUSINESS ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 766 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 766 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wild Boar Coal Company, LLC CENTRAL INDEX KEY: 0001469810 IRS NUMBER: 263730759 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-17 FILM NUMBER: 121007498 BUSINESS ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 825 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 825 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sage Creek Holdings, LLC CENTRAL INDEX KEY: 0001469811 IRS NUMBER: 263286872 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-23 FILM NUMBER: 121007505 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 801 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 801 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sage Creek Coal Company, LLC CENTRAL INDEX KEY: 0001469812 IRS NUMBER: 263730653 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-05 FILM NUMBER: 121007483 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 803 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 803 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Wyoming Services, LLC CENTRAL INDEX KEY: 0001469813 IRS NUMBER: 263723001 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-30 FILM NUMBER: 121007512 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 812 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 812 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Wild Boar Services, LLC CENTRAL INDEX KEY: 0001469814 IRS NUMBER: 263725591 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-31 FILM NUMBER: 121007513 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 824 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 824 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Terminal Holding Company, Inc. CENTRAL INDEX KEY: 0001469815 IRS NUMBER: 261087816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-36 FILM NUMBER: 121007518 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 796 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 796 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Twentymile Mining, LLC CENTRAL INDEX KEY: 0001469925 IRS NUMBER: 263725223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-130 FILM NUMBER: 121007613 BUSINESS ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 822 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET ST. STREET 2: SUITE 822 CITY: ST. LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: Vigo Employment Resources, LLC DATE OF NAME CHANGE: 20090807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Gateway North Mining, LLC CENTRAL INDEX KEY: 0001492402 IRS NUMBER: 272294407 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-08 FILM NUMBER: 121007486 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET, SUITE 827 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET, SUITE 827 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Caballo Grande LLC CENTRAL INDEX KEY: 0001492946 IRS NUMBER: 271773243 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-12 FILM NUMBER: 121007490 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 710 CITY: SAINT LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 710 CITY: SAINT LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lively Grove Energy, LLC CENTRAL INDEX KEY: 0001492947 IRS NUMBER: 205752800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-11 FILM NUMBER: 121007489 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 786 CITY: SAINT LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 786 CITY: SAINT LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Employment Services, LLC CENTRAL INDEX KEY: 0001493064 IRS NUMBER: 263730348 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-64 FILM NUMBER: 121007546 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 808 CITY: SAINT LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3400 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 808 CITY: SAINT LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Peabody Magnolia Grove Holdings, LLC CENTRAL INDEX KEY: 0001548354 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-07 FILM NUMBER: 121007485 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 706 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3406 MAIL ADDRESS: STREET 1: 701 MARKET STREET STREET 2: SUITE 706 CITY: ST. LOUIS STATE: MO ZIP: 63101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pacific Export Resources, LLC CENTRAL INDEX KEY: 0001551851 IRS NUMBER: 275135144 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-183073-01 FILM NUMBER: 121007478 BUSINESS ADDRESS: STREET 1: 701 MARKET STREET, SUITE 701 CITY: ST. LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 314-342-3406 MAIL ADDRESS: STREET 1: 701 MARKET STREET, SUITE 701 CITY: ST. LOUIS STATE: MO ZIP: 63101 S-4 1 d358187ds4.htm FORM S-4 FORM S-4

As filed with the Securities and Exchange Commission on August 3, 2012

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

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 incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer 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)

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)

With a copy to:


Risë B. Norman, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017		Kenneth L. Wagner, Esq. Peabody Energy Corporation 701 Market Street St. Louis, Missouri 63101-1826

Approximate date of commencement of proposed exchange offer: As soon as practicable after this Registration Statement is declared effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) 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. ¨

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):

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Note	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
6.00% Senior Notes due 2018	$1,518,821,000	100%	$1,518,821,000	$174,056.89
6.25% Senior Notes due 2021	$1,339,644,000	100%	$1,339,644,000	$153,523.21
Guarantees of 6.00% Senior Notes due 2018	N/A	N/A	N/A	(2)
Guarantees of 6.25% Senior Notes due 2021	N/A	N/A	N/A	(2)

(1)	Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”).

(2)	Pursuant to Rule 457(n), no additional registration fee is payable with respect to the guarantees.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANTS


Exact Name of Co-Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number		Address, Including Zip Code, and Telephone Number, Including Area Code, of Co-Registrant’s Principal Executive Offices

American Land Development, LLC	Delaware		20-3405570	701 Market Street Suite 975 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		30-0440127	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		20-5744666	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 62946 (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 Western Resources, Inc.	Delaware		20-1019486	701 Market Street Suite 735 St. Louis, MO 63101 (314) 342-3400


Exact Name of Co-Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number		Address, Including Zip Code, and Telephone Number, Including Area Code, of Co-Registrant’s Principal Executive Offices

Caballo Grande, LLC	Delaware		27-1773243	701 Market Street Suite 710 St. Louis, MO 63101 (314) 342-3400

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 Reserve Holding Limited Liability Company No. 1	Delaware		43-1922737	701 Market Street Suite 960 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


Exact Name of Co-Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number		Address, Including Zip Code, and Telephone Number, Including Area Code, of Co-Registrant’s Principal Executive Offices

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 Suite 952 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 Suite 819 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

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


Exact Name of Co-Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number		Address, Including Zip Code, and Telephone Number, Including Area Code, of Co-Registrant’s Principal Executive Offices

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 724 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


Exact Name of Co-Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number		Address, Including Zip Code, and Telephone Number, Including Area Code, of Co-Registrant’s Principal Executive Offices

Marigold Electricity, LLC	Delaware		26-0180352	701 Market Street Suite 793 St. Louis, MO 63101 (314) 342-3400

Midco Supply and Equipment Corporation	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

Moffat County Mining, LLC	Delaware		74-1869420	701 Market Street Suite 733 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

Pacific Export Resources, LLC	Delaware		27-5135144	701 Market Street Suite 701 St. Louis, MO 63101-1826 (314) 342-3400

Peabody America, Inc.	Delaware		93-1116066	701 Market Street Suite 720 St. Louis, MO 63101-1826 (314) 342-3400

Peabody Archveyor, L.L.C.	Delaware		43-1898535	701 Market Street Suite 751 St. Louis, MO 63101 (314) 342-3400


Exact Name of Co-Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number		Address, Including Zip Code, and Telephone Number, Including Area Code, of Co-Registrant’s Principal Executive Offices

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 Caballo Mining, LLC	Delaware		83-0309633	701 Market Street Suite 711 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

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


Exact Name of Co-Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number		Address, Including Zip Code, and Telephone Number, Including Area Code, of Co-Registrant’s Principal Executive Offices

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	701 Market Street Suite 930 St. Louis, MO 63101 (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 827 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


Exact Name of Co-Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number		Address, Including Zip Code, and Telephone Number, Including Area Code, of Co-Registrant’s Principal Executive Offices

Peabody International Investments, Inc.	Delaware		26-361182	701 Market Street Suite 703 St. Louis, MO 63101 (314) 342-3400

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 Magnolia Grove Holdings, LLC	Delaware		61-1683376	701 Market Street Suite 706 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	7100 Eagle Crest Blvd Evansville, IN 47715 (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, Suite 769 St. Louis, MO 63101 (314) 342-3400


Exact Name of Co-Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number		Address, Including Zip Code, and Telephone Number, Including Area Code, of Co-Registrant’s Principal Executive Offices

Peabody Operations Holding, LLC	Delaware		26-3723890	701 Market Street Suite 815 St. Louis, MO 63101 (314) 342-3400

Peabody Powder River Mining, LLC	Delaware		43-0996010	701 Market Street Suite 702 St. Louis, MO 63101 (314) 342-3400

Peabody Powder River Operations, LLC	Delaware		20-3405797	701 Market Street Suite 700 St. Louis, MO 63101 (314) 342-3400

Peabody Powder River Services, LLC	Delaware		26-3725850	701 Market Street Suite 826 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, L.L.C.	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

Peabody Sage Creek Mining, LLC	Delaware		26-3730653	701 Market Street Suite 803 St. Louis, MO 63101 (314) 342-3400

Peabody School Creek Mining, LLC	Delaware		20-2902073	701 Market Street Suite 738 St. Louis, MO 63101 (314) 342-3400

Peabody Services Holdings, LLC	Delaware		26-3726126	701 Market Street Suite 814 St. Louis, MO 63101 (314) 342-3400


Exact Name of Co-Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number		Address, Including Zip Code, and Telephone Number, Including Area Code, of Co-Registrant’s Principal Executive Offices

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	701 Market Street Suite 739 St. Louis, MO 63101-1826 (314) 342-3400

Peabody Terminal Holding Company, Inc.	Delaware		26-1087861	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		26-3725223	701 Market Street Suite 822 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 Suite 758 St. Louis, MO 63101 (314) 342-3400

Peabody-Waterside Development, L.L.C.	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 825 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


Exact Name of Co-Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number		Address, Including Zip Code, and Telephone Number, Including Area Code, of Co-Registrant’s Principal Executive Offices

Peabody Williams Fork Mining, LLC	Delaware		20-8162742	701 Market Street Suite 766 St. Louis, MO 63101 (314) 342-3400

Peabody Wyoming Gas, LLC	Delaware		20-5744610	701 Market Street Suite 757 St. Louis, MO 63101 (314) 342-3400

Peabody Wyoming Services, LLC	Delaware		26-3723011	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

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

Riverview Terminal Company	Delaware		13-2899722	14062 Denver West Parkway Suite 110 Golden, CO 80401-3301 (606) 739-5752

Sage Creek Holdings, LLC	Delaware		26-3286872	701 Market Street Suite 801 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


Exact Name of Co-Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number		Address, Including Zip Code, and Telephone Number, Including Area Code, of Co-Registrant’s Principal Executive Offices

Seneca Coal Company, LLC	Delaware		84-1273892	Drawer D P.O. Box 670 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, L.L.C.	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

The information in this prospectus is not complete and may be changed. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not soliciting an offer to buy these securities in any state where the offer is not permitted.

PRELIMINARY PROSPECTUS

Subject to Completion, dated August 3, 2012

LOGO

Peabody Energy Corporation

Offer to Exchange

$1,518,821,000 aggregate principal amount of its 6.00% Senior Notes due 2018 and the guarantees thereof (the “2018 exchange notes”) and $1,339,644,000 aggregate principal amount of its 6.25% Senior Notes due 2021 and the guarantees thereof (the “2021 exchange notes” and, together with the 2018 exchange notes, the “exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 6.00% Senior Notes due 2018 and the guarantees thereof (the “2018 outstanding notes”) and 6.25% Senior Notes due 2021, respectively (the “2021 outstanding notes” and, together with the 2018 outstanding notes, the “outstanding notes,” and, together with the exchange notes, the “notes” and such transactions, the “exchange offers”).

We are conducting the exchange offers in order to provide you with an opportunity to exchange your unregistered notes for freely tradable notes that have been registered under the Securities Act.

The Exchange Offers

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We will exchange all 2018 outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of 2018 exchange notes that are freely tradable and all 2021 outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of 2021 exchange notes that are freely tradable.

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You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offers.

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The exchange offers expire at 11:59 p.m., New York City time, on , 2012, unless extended. We do not currently intend to extend the expiration date.

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The exchange of outstanding notes for exchange notes in the exchange offers will not be a taxable event for U.S. federal income tax purposes.

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The terms of the exchange notes to be issued in the exchange offers are substantially identical to the corresponding outstanding notes, except that the exchange notes will be freely tradable.

Results of the Exchange Offers

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The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. We do not plan to list the notes on a national market.

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All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, we do not currently anticipate that we will register the outstanding notes under the Securities Act.

If you are a broker-dealer and you receive exchange notes for your own account, you must acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes. By making such acknowledgment, you will not be deemed to admit that you are an “underwriter” under the Securities Act of 1933, as amended. Broker-dealers may use this prospectus in connection with any resale of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by the broker-dealer as a result of market-making activities or trading activities. We have agreed that, for a period of 180 days from the date on which the exchange offer registration is declared effective or until a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, we will make this prospectus available to such broker-dealer for use in connection with any such resale. A broker-dealer may not participate in the exchange offers with respect to outstanding notes acquired other than as a result of market-making activities or trading activities. See “Plan of Distribution.”

See “Risk Factors” beginning on page 11 for a discussion of certain risks that you should consider before participating in the exchange offers.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offers or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2012.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. The prospectus may be used only for the purposes for which it has been published, and no person has been authorized to give any information not contained or incorporated by reference herein. If you receive any other information, you should not rely on it. We are not making an offer of these securities in any jurisdiction where the offer is not permitted.

TABLE OF CONTENTS

Page


Industry Data			i
Forward-Looking Statements			i
Incorporation by Reference			iii
Prospectus Summary			1
Risk Factors			11
Use of Proceeds			17
Capitalization			18
Selected Historical Consolidated Financial Data			19
Description of Certain Other Indebtedness			21
The Exchange Offers			26
Description of the Notes			36
Certain United States Federal Tax Consequences			52
Certain ERISA Considerations			53
Plan of Distribution			55
Legal Matters			56
Experts			56
Available Information			56

INDUSTRY DATA

This prospectus includes market and industry data and forecasts that we have derived from a variety of sources, including independent reports, publicly available information, various industry publications, other published industry sources and internal data and estimates. Third-party publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Although we believe that such information is reliable, we have not had this information verified by any independent sources.

FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “projects,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that concern our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.

Important factors that could cause actual results to differ materially from our expectations (“cautionary statements”) are disclosed under “Risk Factors” and elsewhere in this prospectus and the documents incorporated by reference herein, including, without limitation, in conjunction with the forward-looking statements included in this prospectus. All subsequent written and oral forward-looking statements attributable to us, or persons acting

on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

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global supply and demand for coal, including the seaborne thermal and metallurgical coal markets;

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price volatility, particularly in higher-margin products and in our trading and brokerage businesses;

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impact of alternative energy sources, including natural gas and renewables;

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global steel demand and the downstream impact on metallurgical coal prices;

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impact of weather and natural disasters on demand, production and transportation;

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reductions and/or deferrals of purchases by major customers and ability to renew sales contracts;

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credit and performance risks associated with customers, suppliers, contract miners, co-shippers, and trading, banks and other financial counterparties;

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geologic, equipment, permitting and operational risks related to mining;

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transportation availability, performance and costs;

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availability, timing of delivery and costs of key supplies, capital equipment or commodities such as diesel fuel, steel, explosives and tires;

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integration of Macarthur Coal Limited (PEA-PCI) operations;

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successful implementation of business strategies;

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negotiation of labor contracts, employee relations and workforce availability;

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changes in postretirement benefit and pension obligations and their related funding requirements;

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replacement and development of coal reserves;

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availability, access to and the related cost of capital and financial markets;

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effects of changes in interest rates and currency exchange rates (primarily the Australian dollar);

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effects of acquisitions or divestitures;

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economic strength and political stability of countries in which we have operations or serve customers;

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legislation, regulations and court decisions or other government actions, including, but not limited to, new environmental and mine safety requirements and changes in income tax regulations, sales-related royalties or other regulatory taxes;

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litigation, including claims not yet asserted;

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terrorist attacks or threats;

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impacts of pandemic illnesses; and

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other factors including those discussed in “Risk Factors.”

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this prospectus may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

INCORPORATION BY REFERENCE

The SEC allows us to incorporate by reference information into this prospectus. This means that we can disclose important information to you by referring you to another document. Any information referred to in this way is considered part of this prospectus from the date we file that document. Any reports filed by us with the SEC after the date of this prospectus and before the date that the exchange offers by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus.

This prospectus incorporates by reference the documents listed below that we have previously filed with the SEC. These documents contain important information about us. Any information referred to in this way is considered part of this prospectus from the date we file that document.

We incorporate by reference the documents listed below:

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Annual report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 27, 2012;

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Quarterly report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 4, 2012 and for the quarter ended June 30, 2012, filed with the SEC on August 3, 2012;

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Current reports on Form 8-K, filed with the SEC on February 1, 2012, February 21, 2012, March 9, 2012, April 5, 2012, April 18, 2012, May 4, 2012, May 21, 2012, June 27, 2012 and July 6, 2012;

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Current reports on Form 8-K/A, filed with the SEC on January 5, 2012, February 22, 2012 and April 3, 2012; and

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all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of the exchange offers to which this prospectus relates (other than information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless expressly stated otherwise therein).

We file annual, quarterly and current reports and other information with the SEC. You may access and read our SEC filings through the SEC’s website at www.sec.gov. This site contains reports and other information that we file electronically with the SEC. You may also read and copy any document we file at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings with the SEC are also available to the public on our website at http://www.peabodyenergy.com. Information contained on our website is not part of this prospectus. In addition, reports, proxy statements and other information concerning us may be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

In reviewing any agreements incorporated by reference, please remember that they are included to provide you with information regarding the terms of such agreements and are not intended to provide any other factual or disclosure information about us. The agreements may contain representations and warranties by us which should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate. The representations and warranties were made only as of the date of the relevant agreement or such other date or dates as may be specified in such agreement and are subject to more recent developments. Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the date they were made or at any other time.

iii

Peabody Energy Corporation’s financial statements incorporated by reference herein have been prepared in accordance with GAAP. Macarthur Coal Limited’s financial statements incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). IFRS differs from GAAP in a number of significant respects. There has been no attempt to identify future differences between IFRS and GAAP as the result of proposed changes in accounting standards, transactions or events that may occur in the future. The organizations that promulgate IFRS and GAAP have significant projects ongoing that could have a significant impact on future comparisons between IFRS and GAAP, which could have a significant impact on us or the combined company.

We will provide without charge to each person to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus, excluding exhibits to those documents unless they are specifically incorporated by reference into those documents. You may request copies of those documents, at no cost, by writing or calling us at the following address or telephone number:

Peabody Energy Corporation

701 Market Street

St. Louis, Missouri 63101

Attention: Investor Relations

(314) 342-3400

PROSPECTUS SUMMARY

This summary highlights information appearing elsewhere in and incorporated by reference in this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in the notes. You should carefully read the entire prospectus and the information incorporated herein by reference, including the financial data and related notes and the sections entitled “Forward-Looking Statements” and “Risk Factors.” When used in this prospectus, the terms “Peabody,” “we,” “our,” and “us,” except as otherwise indicated or as the context otherwise indicates, refer to Peabody Energy Corporation and its subsidiaries. When used in this prospectus, the term “PEA-PCI” refers to Peabody Energy Australia PCI Pty Ltd (formerly known as Macarthur Coal Limited) and its subsidiaries. The term “ton” refers to short or net tons, equal to 2,000 pounds (907.18 kilograms) and “tonne” refers to metric tons, equal to 2,294.62 pounds (1,000 kilograms).

Peabody Energy Corporation

We are the world’s largest private sector coal company. We own interests in 30 coal mining operations, as of June 30, 2012, including a majority interest in 29 coal mining operations located in the United States (U.S.) and Australia and a 50% equity interest in the Middlemount Mine in Australia. We also own a noncontrolling interest in a mining operation in Venezuela. In addition to our mining operations, we market, broker and trade coal through trading and business offices in China, Australia, the United Kingdom, Germany, Singapore, Indonesia, Mongolia and the U.S.

In 2011, we produced and sold 227.5 million and 250.6 million tons of coal, respectively. During this period, 82% of our total sales (by volume) were to U.S. electricity generators, 15% were to customers outside the U.S. and 3% were to the U.S. industrial sector. Approximately 91% of our prior year worldwide sales (by volume) were under long-term contracts (those with terms in excess of one year).

We conduct business through four principal operating segments: Western U.S. Mining, Midwestern U.S. Mining, Australian Mining and Trading and Brokerage. Our Western U.S. Mining segment consists of our Powder River Basin, Southwest and Colorado operations, while our Midwestern U.S. Mining segment consists of our operations in Illinois and Indiana.

The principal business of the Western and Midwestern U.S. Mining segments is the mining, preparation and sale of thermal coal. In the U.S., we typically supply thermal coal to domestic electric generators and industrial customers for power generation under long-term contracts, with a portion sold into the seaborne export markets.

The business of our Australian Mining segment is the mining of various qualities of low-sulfur, high Btu coal (metallurgical coal), as well as thermal coal. Our Australian Mining operations are primarily export focused with customers spread across several countries, while a portion of our coal is sold to Australian steel producers and power generators. Revenues from individual countries generally vary year by year based on demand for electricity and steel, global economic strength and several other factors, including those specific to each country. Industry commercial practice, and our practice, is to negotiate pricing for metallurgical and seaborne thermal coal contracts on a quarterly and annual basis, respectively. On October 26, 2011, we acquired PEA-PCI, making us the third-largest holder of Australian coal reserves. From the date of acquisition, PEA-PCI’s results from operations have been included in our results and reflected in our Australian Mining segment, except for the activity associated with certain equity affiliates, which is reflected in our Corporate and Other segment.

The principal business of our Trading and Brokerage segment is the marketing and brokering of coal for other producers, both as principal and agent, and the trading of coal, freight and freight-related contracts. The segment also provides transportation-related services in support of our coal trading strategy and conducts hedging activities in support of sales from our mining operations.

Our fifth segment, Corporate and Other, includes mining and export/transportation joint ventures and activities associated with certain energy-related commercial matters, Btu Conversion and the optimization of our coal reserve and real estate holdings.

To maximize our coal assets and land holdings for long-term growth, we are contributing to the development of coal-fueled generation, pursuing Btu conversion projects that would convert coal to natural gas (CTG) or transportation fuels (CTL) and advancing clean coal technologies, including carbon capture and storage (CCS).

Competitive Strengths

We believe our strengths will enable us to continue to grow and increase financial value.

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We are the world’s largest private sector coal company.

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We have rising thermal and metallurgical coal exports from Australia.

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We have a large portfolio of long-term coal supply agreements that is complemented by available production in attractive markets for sale at market prices.

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We are one of the safest and most productive producers of coal.

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We serve a broad range of high-quality customers from our mining operations in the U.S. and Australia.

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We have received numerous awards for our safety and reclamation excellence.

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Our management team has a proven record of success.

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We believe that our acquisition of PEA-PCI enhances our ability to serve high-growth Asia-Pacific demand.

Risk Factors

While we strive to maintain these strengths, our industry and company are subject to risks that could adversely affect our business. For example, we cannot assure you that in the future we will be able to sell coal as profitably as at present or that we will successfully manage our acquisition of PEA-PCI. Supply chain, transportation and geology are uncertain. Additionally, our company and our customers are subject to extensive governmental regulations that create significant costs and restrictions and that could become more onerous in the future. For a more complete discussion of the risks related to our company, you should read the information presented under the heading “Risk Factors” in this prospectus and in our periodic reports.

Business Strategy

Our core strategies to achieve growth are:

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Executing the Basics—Safe, low-cost operations provide us the foundation to grow and create value. In 2011, we achieved a record global safety rate (incidence rate) of 1.92, led by rates of 1.37 and 2.77 in the U.S. and Australia, respectively, marking improvements of 29% over the prior year and 34% over 2009. We continue to advance multiple initiatives targeted at improving productivity and mitigating cost pressures.

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Capitalizing on Organic Growth Opportunities—In 2011, we continued advancing multiple organic growth projects in Australia and the U.S. that involved future mines, as well as the expansion and extension of existing mines. In 2012, we are in the process of completing several late-stage projects while re-evaluating the timing of select development projects, based on the current macroeconomic environment. We are also continuing the conversion of our Wilpinjong and Millennium mines in Australia from contract mining to owner-operated mines.

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Expanding in High-Growth Global Markets—Our “Asia 100” vision calls for developing a trading, brokerage and production base to serve the high-demand centers of China, India and the Pacific Rim. As part of this vision, we are targeting increased exports from our Powder River Basin and Australian mines. We also plan to use strategic joint ventures, coal conversion initiatives and clean coal projects to achieve this vision. We have a number of initiatives underway, some of which include sourcing coal to be sold through our Trading and Brokerage segment and partnering with other companies to use our mining experience for joint mine development.

Coal Market Outlook

Near-term markets reflect a challenging environment due to declining global thermal coal prices and low U.S. natural gas prices, which have recently begun to increase. Supply-demand fundamentals in the Asia-Pacific region show relative strength compared to the continued softness in U.S. coal markets. Overall the International Monetary Fund (IMF) estimates that global growth, as measured by gross domestic product (GDP), has slowed compared to the prior year.

According to China Customs, China’s net coal imports from January through June totaled 134 million tonnes, a 78% increase over the prior year. China electricity generation is up 6% from January through June 2012 over the corresponding prior year period according to the China National Energy Administration. According to the India Central Electricity Authority, year-over-year Indian coal generation has increased 11% from January through June, and coal import growth is expected to continue in 2012 led by rising thermal coal demand. Japan is increasing thermal coal imports due to high seaborne natural gas prices and reduced nuclear generation. European coal-fueled generation is up 12% from January through June compared to 2011. Steel production in China increased approximately 2% during the first half of 2012 compared with 2011, reflecting a continued trend of year-over-year growth, though at a reduced rate from that observed during the same period in 2011. Year-over-year steel production grew by less than 1% on a worldwide basis during the first half of 2012, with growth in Asia offset by reduced production from Europe.

In its July 2012 World Economic Outlook Update, the IMF estimates global economic activity, as measured by GDP, will grow 3.5% in 2012 and 3.9% in 2013, led by China and India. China’s GDP is projected to grow 8.0% and 8.5% in 2012 and 2013, respectively. India, the world’s second fastest growing economy, is projected to grow 6.1% and 6.5% in 2012 and 2013, respectively.

According to the WSA April 2012 Short Range Outlook, global steel use is expected to increase 3.6% in 2012, with China expected to grow its steel use by 4.0%.

Metallurgical coal prices for high quality hard coking coal and low volatile pulverized coal injections settled at approximately $225 and $160 per tonne, respectively, for quarterly contracts commencing July 2012. We are settling new third quarter 2012 metallurgical coal shipments largely in line with these recent settlements, with the remainder of 2012 metallurgical coal production unpriced. We expect near-term macroeconomic movements to dictate quarterly pricing for the remainder of 2012 and we are targeting total 2012 metallurgical coal sales of approximately 13 to 14 million tons.

Softness in international demand for seaborne thermal coal originating from Newcastle, Australia led April 2012 annual contract settlement prices to decrease from the prior year level of $130 per tonne to $115 per

tonne. As of July 24, 2012, we had less than 10% of 2012 Australia seaborne thermal coal volumes available for pricing later in the year and we are targeting 2012 Australian thermal exports of 11 to 12 million tons. Total Australia production for 2012 is targeted at 31 to 34 million tons.

In the U.S., the EIA in its July 2012 Short-Term Energy Outlook projects 2012 U.S. electricity generation from coal to decline by approximately 14% while electricity generation from natural gas is expected to increase by approximately 21% compared to 2011. The EIA projects the price of natural gas to increase in 2013 compared to 2012 by 25% to an average of $3.22 per MMBtu, with coal prices projected to decrease slightly over the same period. The EIA also projects electricity generation from coal to be flat in 2013 compared to estimates for 2012.

We are continuing to negotiate with select U.S. customers regarding reduced shipments and have incorporated the associated impact into our planned U.S. production levels. We continue to target our 2012 U.S. volumes at 185 to 195 million tons with those volumes fully committed and priced. As of July 24, 2012, we had 25% to 30% of planned U.S. production unpriced for 2013.

Our long-term global outlook remains positive. According to the BP Statistical Review of World Energy 2012, coal has been the fastest growing major fuel in the world for the past decade. The International Energy Agency (IEA) estimates in its World Energy Outlook 2011, current policies scenario, that worldwide primary energy demand will grow 51% between 2009 and 2035. Demand for coal during this time period is projected to rise 65%, and the growth in global electricity generation from coal is expected to be greater than the growth in oil, natural gas, nuclear, hydro, biomass, geothermal and solar combined. China and India are expected to account for more than 75% of the coal-based primary energy demand growth projected from 2009 to 2035.

Under the current policies scenario, the IEA expects coal to retain its strong presence as a fuel for the power sector worldwide. Coal’s share of the power generation mix was 47% in 2009. By 2035, the IEA estimates coal’s fuel share of power generation to be 49% as it continues to have the largest share of worldwide electric power production. In the U.S., coal remains a significant fuel for electricity generation, but its share is expected to decline through 2035 due to competition from natural gas and renewables according to the EIA’s 2012 Annual Energy Outlook. According to the EIA, overall U.S. coal consumption is expected to decline through 2015 before beginning a slight steady increase through 2035.

The IEA projects that global natural gas-fueled electricity generation will have a compound annual growth rate of 2.7%, from 4.3 trillion kilowatt hours in 2009 to 8.7 trillion kilowatt hours in 2035. The total amount of electricity generated from natural gas is expected to be approximately one-half the total for coal, even in 2035. Renewables are projected to comprise 23% of the 2035 fuel mix versus 19% in 2009. Nuclear power is expected to grow 50%, however its share of total generation is expected to fall from 13.5% to 10% between 2009 and 2035. The planned shutdown of nuclear power plants in Japan and Germany may impact these projections. Generation from liquid fuels is projected to decline an average of 2.1% annually to 1.5% of the 2035 generation mix.

The Exchange Offers

In connection with the issuance of the outstanding notes, we entered into a registration rights agreement (as more fully described below) with the initial purchasers of the outstanding notes. Under this agreement, we agreed to deliver to you this prospectus and to consummate the exchange offers for the outstanding notes by November 14, 2012. If we do not consummate the exchange offers for the outstanding notes by November 14,

2012, we will incur additional interest expense pursuant to the registration rights agreement. You are entitled to exchange in the exchange offers your outstanding notes for exchange notes which are identical in all material respects to the outstanding notes except that:

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the exchange notes have been issued in an offering registered under the Securities Act;

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the exchange notes are not entitled to any registration rights which are applicable to the outstanding notes under the registration rights agreement;

•

our obligation to pay additional interest on the outstanding notes due to the failure to consummate the exchange offers by a certain date does not apply to the exchange notes; and

•

on November 15, 2011, we issued $1,600.0 million aggregate principal amount of 6.00% Senior Notes due 2018 and $1,500 million aggregate principal amount of 6.25% Senior Notes due 2021. Since the issue date, we have repurchased $81.2 million aggregate principal amount of 6.00% Senior Notes due 2018 and $160.4 million aggregate principal amount of 6.25% Senior Notes due 2021. As of the date of this prospectus, $1,518.8 million aggregate principal amount of 2018 outstanding notes and $1,339.6 million aggregate principal amount of 2021 outstanding notes remain outstanding.

The Exchange Offers

We are offering to exchange $1,518.8 million aggregate principal amount of 6.00% Senior Notes due 2018 which have been registered under the Securities Act for any and all of our existing 6.00% Senior Notes due 2018 and $1,339.6 million aggregate principal amount of 6.25% Senior Notes due 2021 which have been registered under the Securities Act for any and all of our existing 6.25% Senior Notes due 2021.

Resale

Based on an interpretation by the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offers in exchange for the outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are our “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

•

you are acquiring the exchange notes in the ordinary course of your business; and

•

you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.

If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”

Any holder of outstanding notes who:

•

is our affiliate;

•

does not acquire exchange notes in the ordinary course of its business; or

•

tenders its outstanding notes in the exchange offers with the intention to participate, or for the purpose of participating, in a distribution of exchange notes

cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in Shearman & Sterling (available July 2, 1993), or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

Expiration Date

The exchange offers will expire at 11:59 p.m., New York City time, on , 2012, unless extended by us. We currently do not intend to extend the expiration date.

Withdrawal

You may withdraw the tender of your outstanding notes at any time prior to the expiration of the applicable exchange offer. We will return to you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the applicable exchange offer.

Conditions to the Exchange Offers

Each exchange offer is subject to customary conditions, which we may waive. See “The Exchange Offers—Conditions to the Exchange Offers.”

Procedures for Tendering Outstanding Notes

If you wish to participate in the exchange offers, you must complete, sign and date the applicable accompanying letter of transmittal, or a facsimile of such letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of such letter of transmittal, together with your outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal.

If you hold outstanding notes through The Depository Trust Company (“DTC”) and wish to participate in the exchange offers, you must comply with the Automated Tender Offer Program procedures of DTC by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:

•

you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;

•

you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;

•

you are acquiring the exchange notes in the ordinary course of your business; and

•

if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities, you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes.

Special Procedures for Beneficial Owners

If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in the exchange offers, you should contact the registered holder promptly and instruct the registered holder to tender those outstanding notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

Guaranteed Delivery Procedures

If you wish to tender your outstanding notes and your outstanding notes are not immediately available, or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents, or you cannot comply with the procedures under DTC’s Automated Tender Offer Program for transfer of book-entry interests prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offers—Guaranteed Delivery Procedures.”

Effect on Holders of Outstanding Notes

As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of the exchange offers, we will have fulfilled a covenant under the registration rights agreement. Accordingly, there will be no increase in the applicable interest rate on the outstanding notes under the circumstances described in the registration rights agreement. If you do not tender your outstanding notes in the exchange offers, you will continue to be entitled to all the rights and limitations applicable to the outstanding notes as set forth in the indenture, except we will not have any further obligation to you to provide for the exchange and registration of untendered outstanding notes under the registration rights agreement. To the extent that outstanding notes are tendered and accepted in the exchange offers, the trading market for outstanding notes that are not so tendered and accepted could be adversely affected.

Consequences of Failure to Exchange

All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the

indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, we do not currently anticipate that we will register the outstanding notes under the Securities Act.

Certain United States Federal Income Tax Consequences

The exchange of outstanding notes in the exchange offers will not be a taxable event for United States federal income tax purposes. See “Certain United States Federal Tax Consequences.”

Regulatory Approvals

Other than compliance with the Securities Act and qualification of the indenture governing the notes under the Trust Indenture Act of 1939 (the “Trust Indenture Act”), there are no federal or state regulatory requirements that must be complied with or approvals that must be obtained in connection with the exchange offers.

Use of Proceeds

We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offers. See “Use of Proceeds.”

Exchange Agent

U.S. Bank National Association is the exchange agent for the exchange offers. The addresses and telephone numbers of the exchange agent are set forth in the section captioned “The Exchange Offers—Exchange Agent.”

Summary of the Terms of the Exchange Notes

The following summary highlights all material information contained elsewhere in this prospectus but does not contain all the information that you should consider before participating in the exchange offers. We urge you to read this entire prospectus, including the “Risk Factors” section and the consolidated financial statements and related notes.

Issuer

Peabody Energy Corporation

Securities Offered

$2,858.4 million in aggregate principal amount of notes consisting of:

•

$1,518.8 million in aggregate principal amount of 6.00% Senior Notes due 2018; and

•

$1,339.6 million in aggregate principal amount of 6.25% Senior Notes due 2021.

Maturity Date

The 2018 exchange notes will mature on November 15, 2018.

The 2021 exchange notes will mature on November 15, 2021.

Interest Payment Dates

May 15 and November 15 of each year, commencing on May 15, 2012.

Guarantees

Subject to certain exceptions, our obligations under the exchange notes will be jointly and severally guaranteed on a senior unsecured basis by substantially all of our existing domestic subsidiaries. In addition, any domestic subsidiary that executes a guarantee under our 2010 Credit Facility will be required to guarantee the exchange notes. As a foreign subsidiary, PEA-PCI will not provide a guarantee of our 2010 Credit Facility or the notes. See “Description of the Notes—Subsidiary Guarantees.”

As of June 30, 2012, we had approximately $6.4 billion of indebtedness outstanding on a consolidated basis. For the twelve months ended June 30, 2012, the subsidiaries that do not guarantee the exchange notes as of the date of this prospectus generated approximately 46% and 37% of our revenues and Adjusted EBITDA, respectively.

Ranking

The exchange notes and subsidiary guarantees are senior obligations of ours and our subsidiary guarantors. Accordingly, the notes will rank:

•

senior in right of payment to any of our subordinated indebtedness, including $732.5 million principal amount (carrying value of $376.3 million) of our convertible junior subordinated debentures due December 2066, $9.0 million principal amount of our 6.34% Series B Bonds due December 2014 and $33.0 million principal amount of our 6.84% Series C Bonds due December 2016;

•

pari passu in right of payment with any of our senior indebtedness, including $650.0 million principal amount of our 6.5% Senior Notes due 2020, $650.0 million principal amount of our 7.375% Senior Notes due 2016, $247.3 million principal amount (net of unamortized debt discount) of our 7.875% Senior Notes due 2026 and $456.3 million of term loan borrowings outstanding under our 2010 Credit Facility and $987.5 million of borrowings outstanding under our 2011 Term Loan Facility;

•

effectively junior in right of payment to our future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and

•

effectively junior to all the indebtedness and other liabilities of our subsidiaries that do not guarantee the notes, including PEA-PCI.

Optional Redemption

We may redeem some or all of the notes of each series at any time at redemption prices equal to 100% of the principal amount of the notes being redeemed plus a make-whole premium and accrued and unpaid interest, if any, to the redemption date. See “Description of the Notes—Optional Redemption.”

Change of Control Offer

If we experience specific kinds of changes in control and the credit rating assigned to the notes declines below specified levels within 90 days of that time, we must offer to repurchase the notes of each series at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.

Certain Covenants

The notes are issued under an indenture among us, the guarantors and the trustee, which (among other things) limits our ability and that of our restricted subsidiaries to:

•

create liens; and

•

enter into sale and lease-back transactions.

Each of the covenants is subject to a number of important exceptions and qualifications. See “Description of the Notes—Certain Covenants.”

No Prior Market

The exchange notes will be new securities for which there is currently no market. Although the initial purchasers of the outstanding notes have informed us that they intend to make a market in the exchange notes, they are not obligated to do so, and they may discontinue market making activities at any time without notice. Accordingly, we cannot assure you that a liquid market for the exchange notes will develop or be maintained.

Risk Factors

You should consider carefully all of the information set forth and incorporated by reference in this prospectus prior to exchanging your outstanding notes. In particular, we urge you to consider carefully the factors set forth under the heading “Risk Factors.”

RISK FACTORS

You should carefully consider the risk factors set forth below as well as the other information contained or incorporated by reference in this prospectus before deciding to tender your outstanding notes in the exchange offers. Any of the following risks could materially and adversely affect our business, financial condition or results of operations; however, the following risks are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial also may materially and adversely affect our business, financial condition or results of operations. In such a case, the trading price of the exchange notes could decline or we may not be able to make payments of interest and principal on the exchange notes, and you may lose all or part of your original investment.

Risks Related to the Exchange Offers

There may be adverse consequences if you do not exchange your outstanding notes.

If you do not exchange your outstanding notes for exchange notes in the exchange offers, you will continue to be subject to restrictions on transfer of your outstanding notes as set forth in the prospectus distributed in connection with the private offering of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to “Summary—The Exchange Offers” and “The Exchange Offers” for information about how to tender your outstanding notes.

The tender of outstanding notes under the exchange offers will reduce the outstanding amount of each series of the outstanding notes, which may have an adverse effect upon, and increase the volatility of, the market prices of the outstanding notes due to a reduction in liquidity.

Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the exchange notes.

We do not intend to apply for a listing of the exchange notes on a securities exchange or on any automated dealer quotation system. There is currently no established market for the exchange notes, and we cannot assure you as to the liquidity of markets that may develop for the exchange notes, your ability to sell the exchange notes or the prices at which you would be able to sell the exchange notes. If such markets were to exist, the exchange notes could trade at prices that may be lower than their principal amount or purchase prices depending on many factors, including prevailing interest rates, the market for similar notes, our financial and operating performance and other factors. The initial purchasers in the private offering of the outstanding notes have advised us that they currently intend to make a market with respect to the exchange notes. However, these initial purchasers are not obligated to do so, and any market making with respect to the exchange notes may be discontinued at any time without notice. In addition, such market making activity may be limited during the pendency of the exchange offers or the effectiveness of a shelf registration statement in lieu thereof. Therefore, we cannot assure you that an active market for the exchange notes will develop or, if developed, that it will continue.

Certain persons who participate in the exchange offers must deliver a prospectus in connection with resales of the exchange notes.

Based on interpretations of the staff of the SEC contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1983), we believe that you may offer for resale, resell or otherwise transfer the exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under “Plan of Distribution,” certain holders of exchange notes will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer the exchange notes. If such a holder transfers

any exchange notes without delivering a prospectus meeting the requirements of the Securities Act or without an applicable exemption from registration under the Securities Act, such a holder may incur liability under the Securities Act. We do not and will not assume, or indemnify such a holder against, this liability.

Risks Related to the Exchange Notes

The following risks apply to the outstanding notes and will apply equally to the exchange notes.

Our financial performance could be adversely affected by our substantial indebtedness.

Our financial performance could be affected by our substantial indebtedness. As of June 30, 2012, we had approximately $6.4 billion of indebtedness outstanding on a consolidated basis. The indenture governing the notes does not limit the amount of indebtedness that we may issue, and the indentures governing our other existing senior notes permit the incurrence of additional indebtedness.

The degree to which we are leveraged could have important consequences, including, but not limited to:

•

making it more difficult for us to pay interest and satisfy our debt obligations;

•

increasing the costs of borrowing under our existing credit facilities;

•

increasing our vulnerability to general adverse economic and industry conditions;

•

requiring the dedication of a substantial portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, Btu Conversion and clean coal technology projects or other general corporate requirements;

•

limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, Btu Conversion and clean coal technology projects or other general corporate requirements;

•

making it more difficult to obtain surety bonds, letters of credit or other financing, particularly during periods in which credit markets are weak;

•

limiting our flexibility in planning for, or reacting to, changes in our business and in the coal industry;

•

causing a decline in our credit ratings; and

•

placing us at a competitive disadvantage compared to less leveraged competitors.

In addition, our indebtedness subjects us to financial and other restrictive covenants. Failure by us to comply with these covenants could result in an event of default that, if not cured or waived, could have a material adverse effect on us and result in amounts outstanding thereunder to be immediately due and payable.

Any downgrade in our credit ratings could result in an increase in interest rates on our credit facilities, requirements to post additional collateral on derivative trading instruments, or the loss of trading counterparties for corporate hedging and commodity brokerage and trading.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to sell assets, seek additional capital or seek to restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the

absence of such operating results and resources, we could face substantial liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service and other obligations. Certain agreements governing our indebtedness restrict our ability to sell assets and use the proceeds from the sales. We may not be able to complete those sales or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.

We will require a significant amount of cash to service our indebtedness. Our ability to generate cash depends on many factors beyond our control.

Our ability to pay principal and interest on and to refinance our debt, including the notes, and our existing senior notes, depends upon the operating performance of our subsidiaries, which will be affected by, among other things, general economic, financial, competitive, legislative, regulatory and other factors, some of which are beyond our control.

Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under our 2010 Credit Facility will be adequate to meet our future liquidity needs for at least the next year, barring any unforeseen circumstances that are beyond our control. We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our 2010 Credit Facility or otherwise in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our 2010 Credit Facility, our 2011 Term Loan Facility and any of our notes, on commercially reasonable terms, on terms acceptable to us, or at all.

The notes and the guarantees are unsecured and effectively subordinated to our and our subsidiary guarantors’ existing and future secured indebtedness.

The notes and the guarantees are general unsecured obligations ranking effectively junior in right of payment to all existing and future secured debt of ours and of each subsidiary guarantor, respectively, to the extent of the value of the assets securing such obligations. In addition, the indenture governing the notes does not limit, and the indenture governing our existing senior notes permits, the incurrence of additional debt, some of which may be secured debt.

If we or a subsidiary guarantor is declared bankrupt, becomes insolvent or is liquidated or reorganized, our assets, or those of a subsidiary guarantor, that serve as collateral under such secured debt would be made available to satisfy the obligations under the secured debt before those assets may be used to satisfy our obligations with respect to the notes or the affected guarantees. Holders of the notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of these events, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of the notes may receive less, ratably, than holders of secured indebtedness.

The notes are structurally subordinated to all indebtedness of our subsidiaries that are not guarantors of the notes.

You will not have any claim as a creditor against our subsidiaries that are not guarantors of the notes, including PEA-PCI, and indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to your claims against those subsidiaries.

We derive substantially all of our revenue from our subsidiaries. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or a guarantor of the notes. As of June 30, 2012, our non-guarantor subsidiaries had $528.8 million of indebtedness and other noncurrent liabilities outstanding. Pursuant to the terms of the 2010 Credit Facility, certain of our foreign subsidiaries will guarantee the obligations

of Peabody Holland BV if Peabody Holland BV becomes a borrower under our 2010 Credit Facility. However, our foreign subsidiaries, including PEA-PCI, do not and will not guarantee the notes.

We also have joint ventures and subsidiaries in which we own less than 100% of the equity so that, in addition to the structurally senior claims of creditors of those entities, the equity interests of our joint venture partners or other shareholders in any dividend or other distribution made by these entities would need to be satisfied on a proportionate basis with us. These joint ventures and less than wholly-owned subsidiaries may also be subject to restrictions on their ability to distribute cash to us in their financing or other agreements and, as a result, we may not be able to access their cash flow to service our debt obligations, including in respect of the notes.

Despite our and our subsidiaries’ current level of indebtedness, we may still be able to incur substantially more debt. This could further increase the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of our existing indentures do not prohibit us or our subsidiaries from doing so. Our 2010 Credit Facility includes a $500.0 million term loan facility of which $456.3 million was outstanding as of June 30, 2012, and a revolving credit facility that provides commitments of up to $1.5 billion, none of which was drawn and $143.8 million of which was being used for letters of credit, leaving approximately $1.4 billion immediately available for future borrowings. In addition, we had $987.5 million in outstanding borrowings under our 2011 Term Loan Facility as of June 30, 2012. If we incur any additional indebtedness that ranks equally with the notes, the holders of that debt will be entitled to share ratably with the holders of the notes and our existing senior notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of our company. This may have the effect of reducing the amount of proceeds paid to you. If new debt is added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.

The covenants in certain agreements governing our indebtedness impose restrictions that may limit our operating and financial flexibility.

Certain agreements governing our indebtedness, including the 2010 Credit Facility and the 2011 Term Loan Facility, contain a number of significant restrictions and covenants that limit our ability and our subsidiaries’ ability to:

•

incur liens and debt or provide guarantees in respect of obligations of any other person;

•

pay dividends and other distributions;

•

make redemptions and repurchases of capital stock;

•

make loans and investments;

•

prepay, redeem or repurchase debt;

•

engage in mergers, consolidations and asset dispositions;

•

engage in affiliate transactions;

•

enter into new material lines of business;

•

amend certain debt and other material agreements, and issue and sell capital stock of subsidiaries; and

•

restrict distributions from subsidiaries.

Operating results below current levels or other adverse factors, including a significant increase in interest rates, could result in our being unable to comply with the financial covenants contained in our 2010 Credit Facility

and 2011 Term Loan Facility. If we violate these covenants and are unable to obtain waivers from our lenders, our debt under these agreements would be in default and could be accelerated by our lenders. If our indebtedness is accelerated, we may not be able to repay our debt or borrow sufficient funds to refinance it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us. If our debt is in default for any reason, our business, financial condition and results of operations could be materially and adversely affected. In addition, complying with these covenants may also cause us to take actions that are not favorable to holders of the notes and may make it more difficult for us to successfully execute our business strategy and compete against companies that are not subject to such restrictions.

Federal and state fraudulent transfer laws permit a court to void the notes and the guarantees, and, if that occurs, you may not receive any payments on the notes.

The issuance of the notes and the guarantees may be subject to review under federal and state fraudulent transfer and conveyance statutes. While the relevant laws may vary from state to state, under such laws the payment of consideration will be a fraudulent conveyance if (1) we paid the consideration with the intent of hindering, delaying or defrauding creditors or (2) we or any of our guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing either the notes or a guarantee, and, in the case of (2) only, one of the following is also true:

•

we were or any of our guarantors was insolvent or rendered insolvent by reason of the incurrence of the indebtedness; or

•

payment of the consideration left us or any of our guarantors with an unreasonably small amount of capital to carry on the business; or

•

we or any of our guarantors intended to, or believed that we or it would, incur debts beyond our or its ability to pay as they mature.

If a court were to find that the issuance of the notes or a guarantee was a fraudulent conveyance, the court could void the payment obligations under the notes or such guarantee or further subordinate the notes or such guarantee to presently existing and future indebtedness of ours or such guarantor, or require the holders of the notes to repay any amounts received with respect to the notes or such guarantee. In a recent bankruptcy case, subsidiary guarantees containing this kind of provision were found to be fraudulent conveyances and thus unenforceable and the court stated that this kind of limitation is ineffective. We do not know if that case will be followed if there is litigation on this point under the indenture governing the notes. However, if it is followed, the risk that the guarantees will be found to be fraudulent conveyances will be significantly increased. If a fraudulent conveyance is found to have occurred, you may not receive any repayment on the notes. Further, the voidance of the notes could result in an event of default with respect to our and our subsidiaries’ other debt that could result in acceleration of that debt.

Generally, an entity would be considered insolvent if, at the time it incurred indebtedness:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets; or

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

We cannot be certain as to the standard a court would use to determine whether or not we or the guarantors were solvent at the relevant time, or regardless of the standard that a court uses, that the issuance of the notes and the guarantees would not be further subordinated to our or any of our guarantors’ other debt.

If the guarantees were legally challenged, any guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration. A court could thus void the obligations under the guarantees, subordinate them to the applicable guarantor’s other debt or take other action detrimental to the holders of the notes.

Your ability to transfer the notes may be limited by the absence of an active trading market.

We do not intend to apply for listing or quotation of the notes on any securities exchange or stock market, although we expect that the notes will be eligible for trading in DTC’s same-day funds settlement system. The liquidity of any market for the notes will depend on a number of factors, including:

•

the number of holders of notes;

•

our operating performance and financial condition;

•

the market for similar securities;

•

the interest of securities dealers in making a market in the notes; and

•

prevailing interest rates.

Our credit ratings may not reflect all risks of an investment in the notes.

Our credit ratings may not reflect the potential impact of all risks related to the market values of the notes. However, real or anticipated changes in our credit ratings will generally affect the market values of the notes.

We may be unable to purchase the notes upon a change of control coupled with a ratings decline.

Upon a change of control, if the credit rating assigned to the notes declines beyond specified levels within 90 days of a change of control, we will be required to offer to purchase all of our notes (including the 7.375% Senior Notes due 2016, the 6.5% Senior Notes due 2020 and the 7.875% Senior Notes due 2026) then outstanding for cash at 101% of the principal amount thereof plus accrued and unpaid interest. If a change of control/ratings trigger were to occur, we may not have sufficient funds to pay the change of control purchase price and we may be required to secure third-party financing to do so. However, we may not be able to obtain such financing on commercially reasonable terms, on terms acceptable to us or at all. A change of control by itself under the indentures governing the notes and our existing senior notes would also result in an event of default under our 2010 Credit Facility and our 2011 Term Loan Facility. Such an event of default may cause the acceleration of these credit facilities and our other indebtedness, which obligations are effectively senior to the notes to the extent of the value of any collateral securing that indebtedness. Our future indebtedness may also contain restrictions on our ability to repurchase the notes upon certain events, including transactions that could constitute a change of control/ratings trigger event under the indentures. Our failure to repurchase the notes upon a change of control/ ratings trigger event would constitute an event of default under the indentures and would have a material adverse effect on our financial condition.

The change of control/ratings trigger provision in the indentures may not protect you in the event we complete a highly leveraged transaction, reorganization, restructuring, merger or other similar transaction, unless such transaction constitutes a change of control and results in a ratings decline under the indentures. Such a transaction may not involve a ratings decline or a change in voting power or beneficial ownership or, even if it does, may not involve a change of the magnitude required under the definition of change of control triggering event in the indentures to trigger our obligation to repurchase the notes. Except as described above, the indentures do not contain provisions that permit the holders of the notes to require us to repurchase or redeem the notes in an event of a takeover, recapitalization or similar transaction.

USE OF PROCEEDS

The exchange offers are intended to satisfy our obligations under the registration rights agreement that we entered into in connection with the private offering of the outstanding notes. We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offers. Accordingly, the issuance of the exchange notes will not result in any change in our capitalization. As consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the applicable series of exchange notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement.

CAPITALIZATION

The following table sets forth our consolidated historical capitalization at June 30, 2012.

You should read this table in conjunction with “Selected Historical Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2011 and our Form 10-Q for the three months ended June 30, 2012 and our financial statements and the notes to those statements incorporated by reference in this prospectus.


	As of June 30, 2012
	(In millions)
Cash and cash equivalents	$	489.2

2010 Credit Facility (revolver)		—
6.00% Senior Notes due November 2018		1,518.8
6.25% Senior Notes due November 2021		1,339.6
2011 Term Loan Facility		987.5
2010 Credit Facility (term loan)		456.3
7.375% Senior Notes due November 2016		650.0
6.50% Senior Notes due September 2020		650.0
7.875% Senior Notes due November 2026		247.3
Convertible junior subordinated debentures due December 2066		376.3
Capital lease obligations		116.5
Other long-term debt		43.1

Total debt		6,385.4
Stockholders’ equity:
Preferred stock		—
Common stock		2.8
Additional paid-in capital		2,270.3
Retained earnings		4,075.1
Accumulated other comprehensive loss		(53.2	)
Treasury stock		(461.2	)

Peabody Energy Corporation stockholders’ equity		5,833.8
Noncontrolling interests		35.6

Total stockholders’ equity		5,869.4

Total capitalization	$	12,254.8

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

We have derived the selected historical financial data as of and for the years ended December 31, 2009, 2010 and 2011 from our audited financial statements. The selected historical consolidated financial data for the six months ended June 30, 2011 and 2012 were derived from our unaudited interim condensed consolidated financial statements. In the opinion of our management, the unaudited interim financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of this information. The results of operations for interim periods are not necessarily indicative of the results that may be expected for future quarters or for the year ending December 31, 2012.

You should read the following table in conjunction with the financial statements, the related notes to those financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2011, and the financial statements, the related notes to those financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-Q for the quarter ended June 30, 2012, which are incorporated by reference in this prospectus.

The following table includes references to, and analysis of, our Adjusted EBITDA. Adjusted EBITDA is defined and reconciled to its most comparable measure under GAAP in footnote 1 to the table below.

The selected financial data for all periods presented reflect as discontinued operations those operations recently divested, as well as certain non-strategic mining assets held for sale where we have committed to the divestiture of such assets.


	Year Ended December 31,									Six Months Ended June 30,
	2009			2010			2011			2011			2012
	(In millions)
Results of Operations Data:
Total revenues	$	5,847.0		$	6,739.9		$	7,974.4		$	3,723.6		$	4,036.8
Costs and expenses		5,024.6			5,385.5			6,381.0			2,930.0			3,408.7

Operating profit		822.4			1,354.4			1,593.4			793.6			628.1
Interest expense		201.1			222.0			238.6			99.9			208.9
Interest income		(8.1	)		(9.6	)		(18.9	)		(7.6	)		(14.6	)

Income from continuing operations before income taxes		629.4			1,142.0			1,373.7			701.3			433.8
Income tax provision		186.2			315.4			363.2			198.9			36.2

Income from continuing operations, net of income taxes		443.2			826.6			1,010.5			502.4			397.6
Income (loss) from discontinued operations, net of income taxes		19.8			(24.4	)		(64.2	)		(31.5	)		(11.5	)

Net income		463.0			802.2			946.3			470.9			386.1
Less: net income (loss) attributable to noncontrolling interests		14.8			28.2			(11.4	)		9.6			8.7

Net income attributable to common stockholders	$	448.2		$	774.0		$	957.7		$	461.3		$	377.4


	Year Ended December 31,									Six Months Ended June 30,
	2009			2010			2011			2011			2012
	(In millions, except ratios)
Other Data:
Tons sold (unaudited)		241.3			244.2			250.6			119.0			119.1
Net cash provided by (used in) continuing operations:
Operating activities	$	1,044.9		$	1,116.7		$	1,658.1		$	649.5		$	729.7
Investing activities		(407.4	)		(694.5	)		(3,745.5	)		(403.2	)		(509.4	)
Financing activities		(104.6	)		(77.1	)		1,678.5			(294.1	)		(469.5	)
Adjusted EBITDA (1)		1,262.8			1,838.7			2,128.7			1,034.4			966.0
Ratio of earnings to fixed charges (unaudited) (2)		3.63			5.32			5.72			6.70			2.82


	As of December 31,						As of June 30,
	2009		2010		2011		2011		2012
	(In millions)
Balance Sheet Data (at period end):
Total assets	$	9,955.3	$	11,363.1	$	16,733.0	$	11,745.6	$	16,693.9
Total long-term debt (including capital leases)		2,752.3		2,750.0		6,657.5		2,512.0		6,385.4
Total stockholders’ equity		3,755.9		4,689.3		5,515.8		5,245.3		5,869.4

(1)

Adjusted EBITDA is defined as income from continuing operations before deducting net interest expense, income taxes, asset retirement obligation expense, depreciation, depletion and amortization and amortization of basis difference associated with equity method investments. Adjusted EBITDA is used by management to measure our segments’ operating performance, and management also believes it is a useful indicator of our ability to meet debt service and capital expenditure requirements. We believe that the amounts for Adjusted EBITDA presented in this prospectus are not materially different from the amounts used in calculating Consolidated EBITDA under our 2010 Credit Facility and 2011 Term Loan Facility, such measures being necessary to calculate our Consolidated Leverage Ratio. We are generally permitted to incur debt under the 2010 Credit Facility and the 2011 Term Loan Facility if we maintain a Consolidated Leverage Ratio as of the end of any fiscal quarter for the period of four consecutive fiscal quarters ending on such date of not greater than 4.00 to 1.00. Adjusted EBITDA is not a recognized financial measure under GAAP and does not purport to be an alternative to operating income, net income or cash flows from operating activities as determined in accordance with GAAP as a measure of profitability or liquidity. Because Adjusted EBITDA is not calculated identically by all companies, our calculation may not be comparable to similarly titled measures of other companies.

Adjusted EBITDA is calculated as follows:


	Year Ended December 31,						Six Months Ended June 30,
	2009		2010		2011		2011		2012
	(In millions)
Income from continuing operations, net of income taxes	$	443.2	$	826.6	$	1,010.5	$	502.4	$	397.6
Income tax provision		186.2		315.4		363.2		198.9		36.2
Depreciation, depletion and amortization		400.5		437.1		482.2		211.8		302.2
Amortization of basis difference related to equity affiliates		—		—		—		—		3.2
Asset retirement obligation expense		39.9		47.2		53.1		29.0		32.5
Interest expense, net		193.0		212.4		219.7		92.3		194.3

Adjusted EBITDA	$	1,262.8	$	1,838.7	$	2,128.7	$	1,034.4	$	966.0

(2)

For purposes of the computation of the ratio of earnings to fixed charges, earnings consist of income from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense on all indebtedness plus the interest component of lease rental expenses. For the years ended December 31, 2007 and 2008 the ratio of earnings to fixed charges was 2.36 and 4.99, respectively.

DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS

The following are summaries of the material terms and conditions of our principal indebtedness and off-balance sheet arrangements. They may not contain all the information that may be important to you. The following summaries are qualified in their entirety by reference to the relevant agreements and indentures to which each summary relates.

2010 Credit Facility

On June 18, 2010, we entered into a senior unsecured credit agreement (as amended or otherwise modified from time to time) with Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and Banc of America Securities LLC, Citigroup Global Markets, Inc. and HSBC Securities (USA) Inc., as joint lead arrangers and joint book managers, and the lenders named therein (the “2010 Credit Facility”), which replaced our third amended and restated credit agreement, dated as of September 15, 2006 (as amended or otherwise modified from time to time), with Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, Banc of America Securities LLC and Citigroup Global Markets Inc., each as a joint lead arranger and joint book manager, Citibank, N.A., as syndication agent, BNP Paribas, Calyon, and The Royal Bank of Scotland PLC, each as a co-documentation agent, and the lenders party thereto.

The 2010 Credit Facility provides for a $1.5 billion revolving credit facility, of which up to $350.0 million will be available to our Dutch subsidiary, Peabody Holland B.V., upon certain conditions being met, and a $500.0 million term loan facility, subject to amortization as described below. As of June 30, 2012, we had no borrowings outstanding under the revolving facility and had $1.4 billion remaining capacity thereunder, net of outstanding letters of credit of $143.8 million.

Assuming that certain conditions are met, we also have the option to request an increase in the 2010 Credit Facility, provided the aggregate increase for the revolving credit facility and term loan facility does not exceed $250.0 million and the minimum amount of any increase is $25.0 million.

The revolving credit facility includes capacity available for borrowings and the issuance of letters of credit as well as a sub-facility where up to $50.0 million is available for same-day swingline loan borrowings.

Loans under the revolving credit facility are available to us in U.S. dollars, with a sub-facility under the revolving credit facility available to us in Australian dollars, pounds sterling and Euros; letters of credit under the revolving credit facility are available to us and our subsidiaries in U.S. dollars with a sub-facility available in Australian dollars, pounds sterling and Euros.

Extensions of credit under the 2010 Credit Facility were used to refinance obligations under the third amended and restated credit facility and to pay fees and expenses associated with the 2010 Credit Facility, and are available to finance ongoing working capital requirements, capital expenditures and for other lawful corporate purposes, including acquisitions.

The revolving credit facility commitment is scheduled to terminate and the loans under the 2010 Credit Facility are scheduled to mature on June 18, 2015.

The availability of the revolving credit facility is subject to satisfaction of certain customary conditions. All borrowings under the credit agreement (other than swingline borrowings and borrowings denominated in currencies other than U.S. dollars) bear interest, at our option, at either: (a) a base rate equal to the higher of: (i) 0.50% per year above the overnight federal funds effective rate, as published by the Federal Reserve Bank of New York, as in effect from time to time, (ii) the annual rate of interest in effect for that day as publicly announced by the administrative agent under the 2010 Credit Facility as its “prime rate” and (iii) the one-month Eurocurrency Rate (as defined below) plus 1.0% (a rate determined in such manner, the “Base Rate”) or (b) a

eurocurrency rate equal to the rate (adjusted for reserve requirements, deposit insurance assessment rates and other regulatory costs for eurocurrency liabilities) at which eurocurrency deposits in the relevant currency for the relevant interest period are offered in the interbank Eurodollar market (a rate determined in such manner, the “Eurocurrency Rate”) (where the relevant interest period may be one, two, three or six months or, subject to availability, one or two weeks or nine or twelve months, as selected by us), plus in each case a rate, dependent on the ratio of our debt as compared to our adjusted consolidated EBITDA, ranging from 1.25% to 2.50% per year for borrowings bearing interest at the Base Rate and from 2.25% to 3.50% per year for borrowings bearing interest at the Eurocurrency Rate (such rate added to the Eurocurrency Rate, the “Eurocurrency Margin”). Swingline borrowings bear interest at a “BBA LIBOR” rate equal to the rate (adjusted for reserve requirements, deposit insurance assessment rates and other regulatory costs at the discretion of the administrative agent) at which deposits in the relevant currency for a one month term are offered in the interbank eurodollar market, as determined by the administrative agent, plus the Eurocurrency Margin. Borrowings denominated in currencies other than U.S. dollars will bear interest at the Eurocurrency Rate plus the Eurocurrency Margin.

The relevant Eurocurrency Rate or “BBA LIBOR” rate is the rate published by Reuters or another commercially available source designated by the administrative agent which provides quotations, provided that if such rates are not available, the Eurocurrency Rate shall be the rate that the administrative agent would offer for eurocurrency deposits in the relevant currency for the relevant interest period and the “BBA LIBOR” rate shall be the rate determined by a method reasonably selected by the administrative agent.

Under the terms of the 2010 Credit Facility, we are required to pay interest on borrowings bearing interest at the Eurocurrency Rate at the end of the selected interest period but no less frequently than every three months. For borrowings bearing interest at the Base Rate, we are required to pay interest quarterly.

We pay a usage-dependent commitment fee under the revolving credit facility, which is dependent upon the ratio of our debt compared to our adjusted consolidated EBITDA and ranges from 0.375% to 0.500% of the available unused commitment. Swingline loans will not be considered usage of the revolving credit facility for purposes of calculating the commitment fee. The fee will accrue quarterly in arrears and is payable on the last business day of each March, June, September and December.

In addition, we pay a letter of credit fee calculated at a rate dependent on the ratio of our debt as compared to our adjusted consolidated EBITDA, ranging from 2.25% to 3.50% per year of the undrawn amount of each letter of credit and a fronting fee equal to 0.125% per year of the face amount of each letter of credit. These fees are payable quarterly in arrears on the first business day of each March, June, September and December and we also pay customary transaction charges in connection with any letters of credit.

The rates that depend on the ratio of our debt as compared to our adjusted consolidated EBITDA range from the relevant high rate specified above, if the ratio is greater than 3.50 to 1.0, to the relevant low rate specified above, if the ratio is less than 1.50 to 1.0.

The $500.0 million term loan facility is subject to quarterly amortization of 1.25% per quarter which commenced six months after the execution of the credit agreement for the 2010 Credit Facility, with the final payment of all amounts outstanding (including accrued interest) being due on June 18, 2015.

The 2010 Credit Facility imposes certain restrictions on us, including restrictions on our ability to: incur or suffer to exist debt or provide guarantees; grant or suffer to exist liens; enter into agreements with negative pledge clauses; pay dividends or make other distributions in respect of capital stock; make loans, investments, advances and acquisitions; sell our assets; make redemptions and repurchases of capital stock or otherwise return capital; liquidate or dissolve; engage in mergers or consolidations; engage in affiliate transactions; change our business; and restrict distributions from subsidiaries. It also provides for minimum interest coverage ratios, maximum leverage ratios and customary events of default.

If an event of default under our 2010 Credit Facility occurs and is continuing, the commitments thereunder may be terminated and the principal amount outstanding thereunder, together with all accrued and unpaid interest and other amounts owed thereunder, may be declared immediately due and payable and any letters of credit outstanding may be required to be cash collateralized.

Substantially all of our direct and indirect domestic subsidiaries guarantee all loans under the 2010 Credit Facility. Certain of our foreign subsidiaries also, to the extent permitted by applicable law and existing contractual obligations, will guarantee loans made to our Dutch subsidiary.

Our obligations under the 2010 Credit Facility and the related guarantee obligations of our subsidiaries are unsecured.

2011 Term Loan Facility

On October 28, 2011, we entered into a $1.0 billion senior unsecured term loan credit agreement with Bank of America, N.A., as administrative agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, Morgan Stanley Senior Funding, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and RBS Securities Inc., as joint lead arrangers and joint book managers and the other lenders party thereto, providing term loan financing (the “2011 Term Loan Facility”). On November 2, 2011, the 2011 Term Loan Facility was fully drawn to fund the acquisition of PEA-PCI and to pay fees and expenses relating to the acquisition, a related bridge facility and the 2011 Term Loan Facility. As of June 30, 2012, we had outstanding $987.5 million aggregate principal amount associated with the 2011 Term Loan Facility.

The obligations under the 2011 Term Loan Facility are unsecured and are guaranteed by our direct and indirect domestic subsidiaries that guarantee our 2010 Credit Facility. The related guarantee obligations of our subsidiaries are also unsecured.

Borrowings under the 2011 Loan Facility bear interest, at our option, at a rate equal to (i) a Eurocurrency Rate (where the relevant interest period may be one or two weeks or one, two, three or six months as selected by us) plus an applicable margin or (ii) the Base Rate plus an applicable margin. The applicable margin depends on the ratio of our debt to our adjusted consolidated EBITDA, and may range from 1.75% to 3.00% per year for borrowings bearing interest at the Eurocurrency Rate and from 0.75% to 2.00% per year for borrowings bearing interest at the Base Rate. The rates that depend on the ratio of our debt as compared to our adjusted consolidated EBITDA range from the relevant high rate specified above, if the ratio is greater than 3.50 to 1.0, to the relevant low rate specified above, if the ratio is less than 1.50 to 1.0.

The relevant Eurocurrency Rate is the rate published by Reuters or another commercially available source designated by the administrative agent which provides quotations, provided that if such rates are not available, the Eurocurrency Rate shall be the rate that the administrative agent would offer for eurocurrency deposits in the relevant currency for the relevant interest period. We are required to pay interest on borrowings bearing interest at the Eurocurrency Rate at the end of the selected interest period but no less frequently than every three months. For borrowings bearing interest at the Base Rate, we are required to pay interest quarterly.

Under the 2011 Term Facility, we also pay customary fees and expenses, which included a commitment fee on the unused portion of the term loan commitments. The 2011 Term Loan Facility matures five years from the initial funding thereunder.

The 2011 Term Loan Facility is voluntarily prepayable from time to time without premium or penalty, subject to certain reimbursements of the lenders’ costs. The 2011 Term Loan Facility is subject to quarterly amortization of 1.25% per quarter with the first payment occurring on May 31, 2012 and with the final payment of all amounts outstanding due on November 2, 2016.

The 2011 Term Loan Facility contains covenants, including financial covenants, and events of default substantially the same as those set forth in the 2010 Credit Facility, as described above under “—2010 Credit Facility” and contains customary representations and warranties. If an event of default under the Term Loan Facility occurs and is continuing, then-outstanding principal and accrued and unpaid interest, together with any other amounts owed thereunder, may be declared immediately due and payable.

7.375% Senior Notes due 2016

As of June 30, 2012, we had outstanding $650.0 million aggregate principal amount of notes, which bear interest at 7.375% and are due in November 2016. Interest on the notes is payable each May 1 and November 1. The notes, which are unsecured, are guaranteed by our “subsidiary guarantors” as defined in the indenture governing the notes. The indenture contains covenants that, among other things, limit our ability to create liens and engage in sale and lease-back transactions. The notes are redeemable at any time at a redemption price equal to the greater of 100% of the principal amount and the sum of the present value of the remaining principal and interest payments on the notes (exclusive of interest accrued to the date of redemption) discounted to the redemption date.

6.5% Senior Notes due 2020

As of June 30, 2012, we had outstanding $650.0 million aggregate principal amount of notes, which bear interest at 6.5% and are due in September 2020. Interest on the notes is payable each March 15 and September 15. The notes, which are unsecured, are guaranteed by nearly all of our domestic subsidiaries, as defined in the indenture governing the notes. The indenture contains covenants that, among other things limit our ability to create liens and engage in sale and lease-back transactions. The notes are redeemable at any time at a redemption price equal to the greater of 100% of the principal amount and the sum of the present value of the remaining principal and interest payments on the notes (exclusive of interest accrued to the date of redemption) discounted to the redemption date.

7.875% Senior Notes due 2026

As of June 30, 2012, we had outstanding $247.3 million aggregate principal amount of notes (net of unamortized discount), which bear interest at 7.875% and are due in November 2026. Interest on the notes is payable each May 1 and November 1. The notes, which are unsecured, are guaranteed by our “subsidiary guarantors” as defined in the indenture governing the notes. The indenture contains covenants that, among other things, limit our ability to create liens and engage in sale and lease-back transactions. The notes are redeemable at any time at a redemption price equal to the greater of 100% of the principal amount and the sum of the present value of the remaining principal and interest payments on the notes (exclusive of interest accrued to the date of redemption) discounted to the redemption date.

Convertible Junior Subordinated Debentures due 2066

As of June 30, 2012, we had outstanding $732.5 million aggregate principal amount ($376.3 million net carrying amount) of convertible junior subordinated debentures due 2066 that generally require interest to be paid semiannually at a rate of 4.75% per year. We may elect to, and to the extent that a mandatory trigger event (as defined in the indenture governing the debentures) has occurred and is continuing will be required to, defer interest payments on the debentures. After five years of deferral, at our option, or upon the occurrence of a mandatory trigger event, we must sell warrants or preferred stock with specified characteristics and use the funds from that sale to pay deferred interest, subject to certain limitations. The debentures are convertible at any time on or prior to December 15, 2036, subject to the occurrence of certain conditions as set forth in the indenture. The debentures were not subject to redemption prior to December 20, 2011. Between December 20, 2011 and December 19, 2036, we may redeem the debentures, in whole or in part, if for at least 20 out of the 30 consecutive trading days immediately prior to the date on which notice of redemption is given, our closing

common stock price has exceeded 130% of the then applicable conversion price for the debentures. The debentures represent unsecured obligations, ranking junior to all existing and future senior and subordinated debt (excluding trade accounts payable or accrued liabilities arising in the ordinary course of business) except for any future debt that ranks equal to or junior to the debentures.

Off Balance Sheet Arrangements

Surety Bonds

Federal and state laws require surety bonds to secure our obligations to reclaim lands disturbed for mining, to pay federal and state workers’ compensation and to satisfy other miscellaneous obligations. The amount of these bonds varies, depending upon the amount of acreage disturbed and the degree to which each property has been reclaimed. Under federal law, partial bond release is provided as mined lands (1) are backfilled and graded to approximate original contour, (2) are re-vegetated and (3) achieve pre-mining vegetative productivity levels on a sustained basis for a period of five to 10 years.

We use a combination of financial instruments with off balance sheet risks, such as surety bonds, corporate guarantees (such as self bonds) and letters of credit, to secure our financial obligations for post-mining reclamation, workers’ compensation, leases, performance obligations, pensions and other operations. As of June 30, 2012 we had outstanding surety bonds with third parties for these obligations totaling $448.4 million, letters of credit of $143.8 million, bank guarantees of $382.3 million and an additional $1.2 billion in self-bonding obligations.

Accounts Receivable Securitization Program

We have an accounts receivable securitization program with a maximum capacity of $275 million (the “securitization program”) through our wholly-owned, bankruptcy-remote subsidiary, P&L Receivables Company, LLC (the “Seller”). At June 30, 2012, we had no remaining capacity available under the securitization program. Under the securitization program, we contribute, on a revolving basis, trade receivables of most of our U.S. subsidiaries to the Seller, which then sells the receivables in their entirety to a consortium of unaffiliated asset-backed commercial paper conduits (the “Conduits”). After the sale, we, as servicer of the assets, collect the receivables on behalf of the Conduits for a nominal servicing fee. We utilize proceeds from the sale of our accounts receivable as an alternative to short- term borrowings under our 2010 Credit Facility, effectively managing our overall borrowing costs and providing an additional source for working capital. The securitization program extends to May 2013, while the letter of credit commitment that supports the commercial paper facility underlying the securitization program must be renewed annually.

The Seller is a separate legal entity whose assets are available first and foremost to satisfy the claims of its creditors. Of the receivables sold to the Conduits, a portion of the amount due to the Seller is deferred until the ultimate collection of the underlying receivables. During the three months ended June 30, 2012, we received total consideration of $2,157.6 million related to accounts receivable sold under the securitization program, including $1,299.8 million of cash up front from the sale of the receivables, an additional $525.7 million of cash upon the collection of the underlying receivables, and $332.1 million that had not been collected as of June 30, 2012 and was recorded at fair value which approximates carrying value. The reduction in accounts receivable as a result of securitization activity with the Conduits was $182.0 million as of June 30, 2012.

THE EXCHANGE OFFERS

Purpose and Effect of the Exchange Offers

We and the guarantors have entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we and the guarantors agreed, under certain circumstances, to use our reasonable best efforts to file one or more registration statements relating to offers to exchange the outstanding notes for exchange notes and to complete the exchange offers within 365 days after the date of original issuance of the outstanding notes. The exchange notes will have terms identical in all material respects to the outstanding notes of the applicable series, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the registration rights agreement. The outstanding notes were issued on November 15, 2011.

Under the circumstances set forth below, we will use our reasonable best efforts to cause the SEC to declare effective one or more shelf registration statements with respect to the resale of the outstanding notes within the time periods specified in the registration rights agreement and keep the registration statement effective until the earlier of (x) two years after the issue date of the outstanding notes and (y) such time as all of the outstanding notes covered by the shelf registration statement have been sold thereunder. These circumstances include:

•

if any changes in law, SEC rules or regulations or applicable interpretations thereof by the SEC do not permit us to effect the exchange offers as contemplated by the registration rights agreement;

•

if the exchange offers are not consummated within 365 days after the date of issuance of the outstanding notes;

•

if any holder notifies us that (1) it is prohibited by applicable law or SEC policy from participating in the applicable exchange offer, (2) it may not resell exchange notes acquired by it in the applicable exchange offer to the public without delivering a prospectus and that this prospectus is not appropriate or available for such resales by such holder or (3) it is a broker-dealer and holds outstanding notes acquired directly from us or one of our affiliates.

Under the registration rights agreement, if we and the guarantors fail to complete either of the exchange offers (other than in the event we and the guarantors file a shelf registration statement) or the shelf registration statement, if required thereby, is not declared effective, in either case on or prior to 365 days after the issue date of the outstanding notes (the “target registration date”), the interest rate on those outstanding notes of the applicable series will be increased by 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 1.0% per annum) commencing on (x) the 366th day after the original issue date of the notes, in the case of (1) above, or (y) the day such shelf registration statement ceases to be effective or usable and such failure to remain effective or usable exists for more than 75 days (whether or not consecutive) in any 12-month period, in the case of (2) above; provided, however, that upon the exchange of exchange notes for all notes tendered for a series (in the case of clause (1) above), or upon the effectiveness of a shelf registration statement that had ceased to remain effective (in the case of clause (2) above), additional interest on such notes as a result of such clause (or the relevant sub-clause thereof), as the case may be, shall cease to accrue.

If you wish to exchange your outstanding notes for exchange notes in the exchange offers, you will be required to make the following written representations:

•

you are not our affiliate within the meaning of Rule 405 of the Securities Act;

•

you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution (within the meaning of the Securities Act) of the exchange notes; and

•

you are acquiring the exchange notes in the ordinary course of your business.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the broker-dealer acquired the outstanding notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please see “Plan of Distribution.”

Resale of Exchange Notes

Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offers without complying with the registration and prospectus delivery provisions of the Securities Act if:

•

you are not our affiliate within the meaning of Rule 405 under the Securities Act;

•

you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

•

you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and

•

you are acquiring the exchange notes in the ordinary course of your business.

If you are our affiliate, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business:

•

you cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters; and

•

in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

This prospectus may be used for an offer to resell, resale or other transfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offers. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the Exchange Offers

On the terms and subject to the conditions set forth in this prospectus and in the accompanying letters of transmittal, we will accept for exchange in the exchange offers any outstanding notes that are validly tendered and not validly withdrawn prior to the expiration date. Outstanding notes may only be tendered in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. We will issue exchange notes of each series in a principal amount identical to outstanding notes surrendered in the applicable exchange offer.

The form and terms of the exchange notes of each series will be identical in all material respects to the form and terms of the outstanding notes of the applicable series except the exchange notes will be issued in an offering registered under the Securities Act, will not bear legends restricting their transfer and will not provide

for any additional interest upon our failure to fulfill our obligations under the registration rights agreement to complete the exchange offers, or file, and cause to be effective, a shelf registration statement, if required thereby, within the specified time period. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under and entitled to the benefits of the indenture that authorized the issuance of the outstanding notes. For a description of the indenture, see “Description of the Notes.”

The exchange offers are not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

This prospectus and the letters of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offers. We intend to conduct the exchange offers in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offers will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture relating to such holders’ series of outstanding notes and the registration rights agreement except we will not have any further obligation to you to provide for the registration of the outstanding notes under the registration rights agreement.

We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to holders. Subject to the terms of the registration rights agreement, we expressly reserve the right to amend or terminate the exchange offers and to refuse to accept for exchange any outstanding notes not previously accepted for exchange upon the occurrence of any of the conditions specified below under “—Conditions to the Exchange Offers.”

If you tender your outstanding notes in the exchange offers, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below in connection with the exchange offers. It is important that you read “—Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offers.

Expiration Date, Extensions and Amendments

As used in this prospectus, the term “expiration date” means 11:59 p.m., New York City time, on, , 2012. However, if we, in our sole discretion, extend the period of time for which either exchange offer is open, the term “expiration date” will mean the latest time and date to which we shall have extended the expiration of such exchange offer.

We expressly reserve the right at any time or at various times to extend the period of time during which either exchange offer is open. Consequently, we may delay acceptance of any outstanding notes by giving oral or written notice of such extension to their holders. We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the applicable exchange offer. To extend the period of time during which either exchange offer is open, we will notify the exchange agent of any extension by oral or written notice, followed by notification by press release or other public announcement to the registered holders of the outstanding notes of the applicable series no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We expressly reserve the right to amend or terminate either exchange offer and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offers specified above. We will give oral or written notice of any extension, amendment,

non-acceptance or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders of the outstanding notes of the applicable series. If we amend either exchange offer in a manner that we determine to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of applicable outstanding notes of that amendment.

Conditions to the Exchange Offers

Despite any other term of the exchange offers, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and we may terminate or amend either exchange offer as provided in this prospectus prior to the expiration date if in our reasonable judgment:

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such exchange offer or the making of any exchange by a holder violates any applicable law or interpretation of the SEC; or

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any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to such exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with such exchange offer.

In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us:

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the representations described under “—Purpose and Effect of the Exchange Offers,” “—Procedures for Tendering Outstanding Notes” and “Plan of Distribution”; or

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any other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

In addition, we will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any such outstanding notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act.

These conditions are for our sole benefit, and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the expiration date in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration date.

Procedures for Tendering Outstanding Notes

To tender your outstanding notes in the exchange offers, you must comply with either of the following:

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complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or

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deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under “— Exchange Agent” prior to the expiration date; or

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comply with DTC’s Automated Tender Offer Program procedures described below.

In addition, either:

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the exchange agent must receive certificates for outstanding notes along with the letter of transmittal prior to the expiration date;

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the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent’s message prior to the expiration date; or

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you must comply with the guaranteed delivery procedures described below.

Your tender, if not withdrawn prior to the expiration date, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

The method of delivery of outstanding notes, letters of transmittal and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. You should not send letters of transmittal or certificates representing outstanding notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

If you are a beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding notes, you should promptly contact the registered holder and instruct the registered holder to tender on your behalf. If you wish to tender the outstanding notes yourself, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either:

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make appropriate arrangements to register ownership of the outstanding notes in your name; or

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obtain a properly completed bond power from the registered holder of outstanding notes.

The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.

Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding notes surrendered for exchange are tendered:

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by a registered holder of the outstanding notes who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

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for the account of an eligible guarantor institution.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly

completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the outstanding notes, and an eligible guarantor institution must guarantee the signature on the bond power.

If the letter of transmittal, any certificates representing outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender outstanding notes. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange by causing DTC to transfer the outstanding notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

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DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;

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the participant has received and agrees to be bound by the terms of the letter of transmittal, or in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the notice of guaranteed delivery; and

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we may enforce that agreement against such participant. DTC is referred to herein as a “book-entry transfer facility.”

Acceptance of Exchange Notes

In all cases, we will promptly issue exchange notes for outstanding notes that we have accepted for exchange under the exchange offers only after the exchange agent timely receives:

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outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at the book-entry transfer facility; and

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properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

By tendering outstanding notes pursuant to the exchange offers, you will represent to us that, among other things:

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you are not our affiliate within the meaning of Rule 405 of the Securities Act;

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you are acquiring the exchange notes in the ordinary course of your business.

In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for outstanding notes must represent that such outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that

meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letters of transmittal state that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

We will interpret the terms and conditions of the exchange offers, including the letters of transmittal and the instructions to the letters of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt and acceptance of outstanding notes tendered for exchange. Our determinations in this regard will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of any particular outstanding notes not properly tendered or to not accept any particular outstanding notes if the acceptance might, in our or our counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular outstanding notes prior to the expiration date.

Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within such reasonable period of time as we determine. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will any of them incur any liability for any failure to give notification. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration date.

Book-Entry Delivery Procedures

Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding notes at DTC and, as the book-entry transfer facility, for purposes of the exchange offers. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the outstanding notes by causing the book-entry transfer facility to transfer those outstanding notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of outstanding notes requires receipt of a confirmation of a book-entry transfer, a “book-entry confirmation,” prior to the expiration date. In addition, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility, the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an “agent’s message,” as defined below, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the letter of transmittal prior to the expiration date to receive exchange notes for tendered outstanding notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.

Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent’s account at the book-entry transfer facility or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

If you wish to tender your outstanding notes but your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the procedures under DTC’s Automatic Tender Offer Program in the case of outstanding notes, prior to the expiration date, you may still tender if:

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the tender is made through an eligible guarantor institution;

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prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile

transmission, mail, or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and

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the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes into the exchange agent’s account at DTC and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your outstanding notes according to the guaranteed delivery procedures.

Withdrawal Rights

Except as otherwise provided in this prospectus, you may withdraw your tender of outstanding notes at any time prior to 11:59 p.m., New York City time, on the expiration date.

For a withdrawal to be effective:

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the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under “—Exchange Agent”; or

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you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.

Any notice of withdrawal must:

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specify the name of the person who tendered the outstanding notes to be withdrawn;

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identify the outstanding notes to be withdrawn, including the certificate numbers and principal amount of the outstanding notes; and

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where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder.

If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit:

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the serial numbers of the particular certificates to be withdrawn; and

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a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible guarantor institution.

If outstanding notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form and eligibility, including time of receipt of

notices of withdrawal, and our determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offers. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the outstanding notes will be credited to an account at the book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the exchange offers. Properly withdrawn outstanding notes may be retendered by following the procedures described under “—Procedures for Tendering Outstanding Notes” above at any time on or prior to the expiration date.

Exchange Agent

U.S. Bank National Association has been appointed as the exchange agent for the exchange offers. You should direct all executed letters of transmittal and all questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent addressed as follows:


By Registered, Certified	By Facsimile	By Overnight Courier or
or Regular Mail:	(eligible institutions only):	Hand Delivery:
U.S. Bank National Association	651-466-7372	U.S. Bank
U.S. Bank		Corporate Trust Services
Corporate Trust Services	Telephone Inquiries:	60 Livingston Avenue
60 Livingston Avenue	800-934-6802	1st Fl – Bond Drop Window
St. Paul, Minnesota 55107		St. Paul, Minnesota 55107
Attention: Specialized Finance

If you deliver the letter of transmittal to an address other than the one set forth above or transmit instructions via facsimile to a number other than the one set forth above, that delivery or those instructions will not be effective.

Fees and Expenses

The registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offers. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of outstanding notes and for handling or tendering for such clients.

We have not retained any dealer-manager in connection with the exchange offers and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of outstanding notes pursuant to the exchange offers.

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchanges. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offers. We will record the expenses of the exchange offers as incurred.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchanges of outstanding notes under the exchange offers. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

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certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;

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tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or

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a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offers.

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their outstanding notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offers be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

If you do not exchange your outstanding notes for exchange notes under the exchange offers, your outstanding notes will remain subject to the restrictions on transfer of such outstanding notes:

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as set forth in the legend printed on the outstanding notes as a consequence of the issuance of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

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as otherwise set forth in the offering memoranda distributed in connection with the private offering of the outstanding notes.

In general, you may not offer or sell your outstanding notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act.

Other

Participating in the exchange offers is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire a portion of our outstanding indebtedness, which may include untendered outstanding notes through redemptions, in open market or privately negotiated transactions, through a subsequent exchange offer or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offers or to file a registration statement to permit resales of any untendered outstanding notes. As of the date of this prospectus, we have repurchased $81.2 million aggregate principal amount of our 6.00% Senior Notes due 2018 and $160.4 million aggregate principal amount of our 6.25% Senior Notes due 2021.

DESCRIPTION OF THE NOTES

You can find the definitions of certain terms used in this description below under “Certain Definitions.” In this description, the words “we” and “Company” refer only to Peabody Energy Corporation and not to any of its Subsidiaries.

We have issued the outstanding notes and will issue the exchange notes under an indenture among us, the Subsidiary Guarantors and U.S. Bank National Association, as trustee, dated November 15, 2011 (the “Indenture”). The 2018 Notes and the 2021 Notes are each referred to herein as a “series.”

The terms of the notes include those stated in the Indenture and those, if any, expressly made part of the Indenture by reference to the Trust Indenture Act. The following description is only a summary of the provisions of the Indenture that we consider material. It does not restate the Indenture in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as a holder of the notes. The Indenture has been filed as an exhibit to this registration statement. You may also request copies of the Indenture at our address set forth under “Incorporation of Certain Documents by Reference.” Defined terms used in this description but not defined below under “Certain Definitions” have the meanings assigned to them in the Indenture. The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

Brief Description of the Notes and the Guarantees

The Notes

The notes are:

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our general unsecured obligations;

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senior in right of payment to any of our subordinated indebtedness, including $732.5 million principal amount of our Convertible Junior Subordinated Debentures due December 2066, $9.0 million principal amount of our 6.34% Series B Bonds due December 2014 and $33.0 million principal amount of our 6.84% Series C Bonds due December 2016;

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pari passu in right of payment with any of our senior indebtedness, including $650.0 million principal amount of our 6.5% Senior Notes due 2020, $650.0 million principal amount of our 7.375% Senior Notes due 2016, $247.3 million principal amount (net of unamortized debt discount) of our 7.875% Senior Notes due 2026 and $456.3 million of term loan borrowings outstanding under our Credit Agreement and $987.5 million of borrowings outstanding under our 2011 Term Loan Facility;

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effectively junior in right of payment to our future secured indebtedness, to the extent of the value of the collateral securing that indebtedness;

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guaranteed by all of our existing Subsidiaries that are Domestic Subsidiaries, other than the Specified Subsidiaries. In addition, any of our Domestic Subsidiaries that executes a Guarantee under the Credit Agreement will be required to guarantee the notes; and

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effectively junior in right of payment to all the indebtedness and other liabilities of our non-Guarantor Subsidiaries, including PEA-PCI.

All outstanding amounts in the foregoing paragraphs are as of June 30, 2012.

The Subsidiary Guarantees

Each Subsidiary Guarantee of the notes is:

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a senior unsecured obligation of each Subsidiary Guarantor;

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senior in right of payment to all subordinated indebtedness of that Subsidiary Guarantor;

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pari passu in right of payment with all indebtedness of that Subsidiary Guarantor that is not by its terms expressly subordinated to the guarantee of the Notes; and

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effectively junior in right of payment to the existing and future secured indebtedness of that Subsidiary Guarantor, to the extent of the value of the collateral securing that indebtedness.

As of June 30, 2012, we had approximately $6.4 billion of indebtedness outstanding on a consolidated basis. The Indenture does not limit the amount of indebtedness that we may issue.

Our operations are conducted through our Subsidiaries and, therefore, we are dependent upon the cash flow of our Subsidiaries to meet our obligations, including our obligations under the notes. The notes will be effectively subordinated to all indebtedness and other liabilities and commitments (including trade payables and lease obligations) of our Subsidiaries that do not guarantee the notes. Any right we may have to receive assets of any of our Subsidiaries upon the latter’s liquidation or reorganization (and the consequent right of the holders of the notes to participate in those assets) will be effectively subordinated to the claims of that Subsidiary’s creditors, except to the extent that we are recognized as a creditor of such Subsidiary, in which case our claims would still be subordinate to any security interest in the assets of such Subsidiary and any indebtedness of such Subsidiary senior to that held by us. See “Risk Factors—Risks Related to the Notes—The notes and the guarantees will be unsecured and effectively subordinated to our and our subsidiary guarantors’ existing and future secured indebtedness.”

Principal, Maturity and Interest

We issued the 2018 Notes in an aggregate principal amount of $1,600.0 million and the 2021 Notes in an aggregate principal amount of $1,500.0 million. We may issue an unlimited amount of additional indebtedness under the Indenture from time to time. The notes of a series and any additional notes of such series subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. We will issue notes in denominations of $2,000 and integral multiples of $1,000. The 2018 Notes will mature on November 15, 2018 and the 2021 Notes will mature on November 15, 2021. Interest on the 2018 Notes accrues at the rate of 6.00% per annum and interest on the 2021 Notes accrues at the rate of 6.25% per annum. Interest on the notes is payable semi-annually in arrears on May 15 and November 15, commencing on May 15, 2012. We will make each interest payment to the holders of record on the immediately preceding May 1 and November 1. Interest on the notes accrues from November 15, 2011 or, if interest has already been paid, from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a holder has given wire transfer instructions to us, we will pay all principal, interest and premium, if any, on that holder’s notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless we elect to make interest payments by check mailed to the holders at their addresses set forth in the register of holders.

Paying Agent and Registrar for the Notes

The trustee acts as paying agent and registrar. We may change the paying agent or registrar without prior notice to the holders of the notes, and we or any of our Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the Indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. We are not required to exchange or register the transfer of any note or portion of any note selected for redemption, except for the unredeemed portion of any note being redeemed in part. Also, we are not required to exchange or register the transfer of any note for a period of 15 days before a selection of notes to be redeemed or during the period between the record date and the corresponding interest payment date.

Subsidiary Guarantees

Our payment obligations under the notes are fully and unconditionally, and jointly and severally, guaranteed by the Subsidiary Guarantors. In addition, any of our Domestic Subsidiaries that executes a Guarantee under the Credit Agreement will be required to guarantee the notes. The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited to the maximum amount that would not constitute a fraudulent conveyance under applicable law. This provision may not be effective to protect the Guarantees from being voided under fraudulent conveyance law, or may eliminate the Guarantor’s obligations or reduce the Guarantor’s obligations to an amount that effectively makes the Guarantee worthless. In a recent bankruptcy case, this kind of provision was found to be ineffective to protect guarantees from being voided under fraudulent conveyance law. See “Risk Factors—Risks Related to the Notes—Federal and state fraudulent transfer laws permit a court to void the notes and the guarantees, and, if that occurs, you may not receive any payments on the notes.”

The notes will not be guaranteed by the Specified Subsidiaries or any of our Foreign Subsidiaries, including PEA-PCI. As of June 30, 2012, the Subsidiaries not guaranteeing the notes would have had $528.8 million of indebtedness and other noncurrent liabilities outstanding. For the twelve months ended June 30, 2012, the non-Guarantor Subsidiaries would have accounted for approximately 46% and 37%, respectively, of our consolidated revenues and Adjusted EBITDA.

No Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another corporation, Person or entity whether or not affiliated with such Subsidiary Guarantor unless (i) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture under the notes and the Indenture; and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.

In the event of (a) the release or discharge of the Guarantee of the Credit Agreement by a Subsidiary Guarantor, except a discharge or release by or as a result of payment under such Guarantee, or (b) a sale or other disposition by way of merger, consolidation or otherwise, of all of the capital stock of any Subsidiary Guarantor, then such Subsidiary Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee.

Optional Redemption

The notes of each series are subject to redemption at any time at our option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ notice at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the remaining principal and interest payments on the applicable notes (exclusive of interest accrued to the date of

redemption) discounted to the redemption date, calculated on a semi-annual basis (assuming a 360-day year comprised of twelve 30-day months), at the Treasury Rate plus 50 basis points, together with accrued and unpaid interest, if any, to the date of redemption.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi- annual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means U.S. Treasury security or securities selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of those notes.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by us.

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for that redemption date after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the trustee obtains fewer than four such Reference Treasury Dealer Quotations, then the average of the available Reference Treasury Dealer Quotations for the redemption date, or (3) if only one is available on that date, then that Reference Treasury Dealer Quotation.

“Reference Treasury Dealer Quotation” means, with respect to the Reference Treasury Dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by that Reference Treasury Dealer at 3:30 p.m. (New York time) on the third business day preceding that redemption date.

“Reference Treasury Dealer” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC, or their affiliates, plus one other Primary Treasury Dealer (as defined below) appointed by us, and their respective successors; provided, however, that if any of the foregoing ceases to be a primary U.S. Government securities dealer in The City of New York (a “Primary Treasury Dealer”), we will substitute therefore another Primary Treasury Dealer, if available.

Repurchase at the Option of Holders Upon Change of Control Triggering Event

Upon the occurrence of a Change of Control Triggering Event, each holder of notes of each series will have the right to require us to repurchase all or any part (equal to $2,000 or an integral multiple thereof) of such holder’s notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the “Change of Control Payment”). Within 10 days following any Change of Control Triggering Event, we will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. We will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Indenture, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Triggering Event provisions of the Indenture by virtue of such conflict.

On the Change of Control Payment Date, we will, to the extent lawful, (1) accept for payment all notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions thereof so tendered and (3) deliver or cause to be delivered to the trustee the notes so accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions thereof being purchased by us. The paying agent will promptly mail to each holder of notes so tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each such new note will be in a principal amount of $2,000 or an integral multiple of $1,000. We will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The Change of Control Triggering Event provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control Triggering Event, the Indenture does not contain provisions that permit the holders of the notes to require that we repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

Our other senior Indebtedness contains, or in the future may contain, prohibitions on certain events that would constitute a Change of Control. In addition, the exercise by the holders of notes of their right to require us to repurchase the notes could cause a default under such other senior indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchases on us. Finally, our ability to pay cash to the holders of notes upon a repurchase may be limited by our then existing financial resources. See “Risk Factors—Risks Related to the Notes—We may be unable to purchase the notes upon a change of control coupled with a ratings decline.” The Credit Agreement and the 2011 Term Loan Facility restrict us from purchasing the notes, and also provides that certain change of control events with respect to us would constitute a default thereunder. Indebtedness incurred by us in the future may contain similar restrictions and provisions. In the event a Change of Control Triggering Event occurs at a time when we are prohibited from purchasing notes, we could seek the consent of our lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If we do not obtain such a consent or repay such borrowings, we will remain prohibited from purchasing notes. In such case, our failure to purchase tendered notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under the Credit Agreement and the 2011 Term Loan Facility.

We will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us and purchases all notes validly tendered and not withdrawn under such Change of Control Offer or if we exercise our option to purchase the notes. A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

“Change of Control” means the occurrence of any of the following: (i) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our assets and the assets of our Restricted Subsidiaries taken as a whole to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act) other than a Principal or a Related Party of a Principal (as defined below), (ii) the adoption of a plan relating to our liquidation or dissolution or (iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), other than the Principals and their Related Parties, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our voting stock (measured by voting power rather than number of shares). The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our assets and the assets of our Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established

definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase such notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our assets and the assets of our Subsidiaries taken as a whole to another Person or group may be uncertain.

Notwithstanding the foregoing, a transaction effected to create a holding company will not be deemed to involve a Change of Control if (i) we become a direct or indirect wholly-owned subsidiary of such holding company and (ii) the holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of our voting stock immediately prior to that transaction.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Decline with respect to the notes.

“Principals” means our executive officers as of the original issue date of the notes.

“Rating Date” means the date which is 90 days prior to the earlier of: (a) a Change of Control, and (b) public notice of the occurrence of a Change of Control or of our intention to effect a Change of Control.

“Rating Decline” means the occurrence of the following on, or within, 90 days after the earlier of: (i) the date of public notice of the occurrence of a Change of Control or (ii) public notice of our intention to effect a Change of Control (which 90-day period shall be extended so long as the rating of the notes of such series is under publicly announced consideration for possible downgrade by any of the Rating Agencies): (a) if the notes of such series are assigned an Investment Grade Rating by all Rating Agencies on the Rating Date, the rating of the notes of such series by one of the Rating Agencies shall be below an Investment Grade Rating; or (b) if the notes of such series are rated below an Investment Grade Rating by at least one of the Rating Agencies on the Rating Date, the rating of the notes of such series by at least one of the other Rating Agencies shall be decreased by one or more gradations (including gradations within rating categories as well as between rating categories).

“Related Party” with respect to any Principal means (A) any spouse or immediate family member of such Principal or (B) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consist of such Principal and/or such other Persons referred to in the immediately preceding clause (A).

Selection and Notice

If less than all of the notes of a series are to be redeemed at any time, the trustee will select notes for redemption as follows: (1) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or (2) if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate. No notes of $1,000 principal amount can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the Indenture. Except as provided above under “Repurchase at the Option of Holders Upon Change of Control Triggering Event,” notices of redemption may not be conditional. If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest will cease to accrue on notes or portions of them called for redemption.

Certain Covenants

The Indenture contains the following covenants:

Limitation on Liens

The Indenture provides that, except as otherwise provided below, we will not, and will not permit any Restricted Subsidiary to, issue, incur, create, assume, guarantee or otherwise have outstanding any Indebtedness secured by any mortgage, deed of trust, security interest, pledge, lien, charge or other encumbrance, each a “Lien” and collectively “Liens,” upon any Principal Property or shares of Capital Stock or Indebtedness of a Restricted Subsidiary, unless the notes (and, at our option, any other indebtedness or guarantee ranking equally with the notes) are secured equally and ratably with (or at our option, prior to) such secured Indebtedness. This restriction will not apply to Indebtedness secured by:

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Liens on property, shares of Capital Stock or Indebtedness of a person existing at the time it becomes a Restricted Subsidiary or Liens on any Principal Property created prior to the time such property became a Principal Property, provided, in each case, that such Liens were not created in anticipation of the transaction in which such entity becomes a Restricted Subsidiary;

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Liens on property (and on any proceeds from the disposition of such property) acquired by us or any Restricted Subsidiary existing at the time of acquisition by us or any Restricted Subsidiary, whether or not assumed by us or such Restricted Subsidiary; provided that no such Lien will extend to any other Principal Property of us or any Restricted Subsidiary;

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Liens on property (and on any proceeds from the disposition of such property) acquired by us or any Restricted Subsidiary and created prior to, at the time of, or within 360 days after the acquisition of such property, or the completion of construction, the completion of improvements or the commencement of substantial commercial operation of such property, for the purpose of financing all or any part of the purchase price of such property, such construction or the making of such improvements; provided that such Liens will not extend to any of our or our Restricted Subsidiaries’ other Principal Properties other than, in the case of such construction or improvement, any theretofore unimproved real property on which the Principal Property so constructed, or the improvement, is located;

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Liens in favor of us or any Restricted Subsidiary to secure Indebtedness owing to us or any of our Restricted Subsidiary;

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Liens existing on the date of the initial issuance of the notes;

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Liens on property (and on any proceeds from the disposition of such property), shares of Capital Stock or Indebtedness of a Person existing at the time such Person is merged into or consolidated with us or any Restricted Subsidiary or at the time of a sale, lease or other disposition of all or substantially all of the properties of a Person as an entirety or substantially as an entirety to us or any Restricted Subsidiary, provided that the Lien was not incurred in contemplation of such merger or consolidation or sale, lease or other disposition;

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Liens on our or our Restricted Subsidiaries’ property in favor of governmental bodies to secure payments of amounts owed under any contract or statute;

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Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

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Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

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Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other kinds of social security;

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Judgment Liens so long as any appropriate legal proceeding that may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such legal proceeding may be initiated shall not have expired;

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Liens created in connection with a project financed with, and created to secure, Non-Recourse Debt; and

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Any extension, renewal or replacement of any Lien referred to above or any Indebtedness secured by that Lien, provided that such extension, renewal or replacement Lien will secure no larger an amount of Indebtedness than that existing at the time of such extension, renewal or replacement and will be limited to all or part of the same property and improvements thereon which secured the Loan extended, renewed or replaced.

In addition, we or any Restricted Subsidiary may issue, incur, create, assume or guarantee Indebtedness secured by a Lien which would otherwise be subject to the foregoing restrictions without equally and ratably securing the notes, provided that after giving effect to the Indebtedness secured by such Lien, the aggregate principal amount of all Indebtedness so secured by Liens (not including Liens permitted above) and the Attributable Debt of Sale and Lease-Back Transactions permitted by the provision described below under “Limitation on Sale and Lease-Back Transactions” does not exceed 15% of Consolidated Net Tangible Assets.

Limitation on Sale and Lease-Back Transactions

The Indenture provides that Sale and Lease-Back Transactions by us or any Restricted Subsidiary of any Principal Property, other than any such transaction involving a lease for a term of not more than three years or any such transaction between us and one of our Restricted Subsidiaries or between Restricted Subsidiaries, are prohibited unless at the effective time of such transaction:

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we or the Restricted Subsidiary would be entitled, pursuant to the covenant described above under the caption “—Limitation on Liens,” without equally and ratably securing the notes, to incur Indebtedness secured by a Lien in an amount at least equal to the Attributable Debt with respect to such Sale and Lease-Back Transaction; or

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we or the Restricted Subsidiary applies, within 360 days of the closing date of the Sale and Lease- Back Transaction, an amount equal to the greater of (1) the net proceeds of such sale or (2) the Attributable Debt with respect to such Sale and Lease-Back Transaction, to either (or a combination of) (x) the prepayment, defeasance or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or payment at maturity) of our Indebtedness or the Indebtedness of a Restricted Subsidiary maturing after, or renewable or extendable at our option or the option of the relevant Restricted Subsidiary beyond, twelve months from the date of determination (other than debt subordinate to the notes or any Guarantee or debt to us or a Restricted Subsidiary); provided, however, the amount to be applied to the prepayment or retirement of any such Indebtedness shall be reduced by the principal amount of any of our debt securities or the debt securities of any Restricted Subsidiary delivered within 360 days after such Sale and Lease-Back Transaction to the trustee or paying agent for retirement and cancellation; or (y) the purchase, construction or development of other property, facilitates or equipment.

Additional Subsidiary Guarantees

If we or any of our Domestic Subsidiaries acquire or create another Domestic Subsidiary after the initial issue date of the notes and such Domestic Subsidiary provides a guarantee under the Credit Agreement, then such newly acquired or created Domestic Subsidiary will execute a supplemental indenture in form and substance reasonably satisfactory to the trustee providing that such Domestic Subsidiary will become a Subsidiary Guarantor under the Indenture.

Merger and Consolidation

We may, without the consent of the holders of notes, consolidate with, merge with or into or transfer all or substantially all of our assets to any other corporation organized under the laws of the United States or any of its political subdivisions provided that:

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the surviving corporation assumes all of our obligations under the Indenture;

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at the time of such transaction, no event of default, and no event that, after notice or lapse of time, would become an event of default, shall have happened and be continuing; and

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certain other conditions are met.

Events of Default and Remedies

Each of the following constitutes an “Event of Default” with respect to any series of notes:

(i) default in the payment when due of interest on the notes of such series and such default continues for a period of 30 days;

(ii) default in payment when due of the principal of or premium, if any, on the notes of such series when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise;

(iii) failure by us or any of our Subsidiaries to make the offer required or to purchase any of the notes of such series as required under the provisions described under the caption “Repurchase at the Option of Holders Change of Control Triggering Event;”

(iv) failure by us or any of our Subsidiaries to comply for 60 days after written notice to us by the trustee or a holder with any covenant, representation, warranty or other agreement in the Indenture or the notes of such series;

(v) default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by us or any of our Restricted Subsidiaries (or the payment of which is Guaranteed by us or any of our Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, which default results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness aggregates $75.0 million or more;

(vi) except as permitted by the Indenture, the Subsidiary Guarantee of any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor that is a Significant Subsidiary, or any Person acting on behalf of any Subsidiary Guarantor that is a Significant Subsidiary, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and

(vii) certain events of bankruptcy or insolvency with respect to us, any of our Significant Subsidiaries that are Restricted Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would be a Significant Subsidiary.

If any Event of Default occurs and is continuing with respect to the notes of such series, the trustee or the holders of at least 25% in principal amount of the then outstanding notes of such series may declare all the notes of such series to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to us, any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding notes of such series will become due and payable without further action or notice. Holders of the notes may not enforce the Indenture or the notes except as provided in the Indenture. Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding notes of a series may direct the trustee in its exercise of any trust or power in respect of such series. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

The holders of not less than a majority in aggregate principal amount of the notes of a series then outstanding by written notice to the trustee may on behalf of the holders of all of the notes of such series waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on the notes of such series.

We are required to deliver to the trustee annually a statement regarding compliance with the Indenture, and we are required upon becoming aware of any Default or Event of Default, to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

None of our directors, officers, employees, incorporators or stockholders or any Person controlling such Person, as such, shall have any liability for any of our obligations under the notes, the Subsidiary Guarantees, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

We may, at our option and at any time, elect to have all of our obligations discharged with respect to the outstanding notes of a series and all obligations of the Subsidiary Guarantors discharged with respect to their Subsidiary Guarantees (“Legal Defeasance”) except for:

(i) the rights of holders of outstanding notes of such series to receive payments in respect of the principal of, interest or premium, if any, on such notes when such payments are due solely out of the trust referred to below;

(ii) our obligations with respect to the notes of such series concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(iii) the rights, powers, trusts, duties and immunities of the trustee, and our and the Subsidiary Guarantor’s obligations in connection therewith; and

(iv) the Legal Defeasance provisions of the Indenture.

In addition, we may, at our option and at any time, elect to have our obligations released with respect to substantially all of the restrictive covenants that are described in the Indenture in respect of any series of notes (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes of such series. If Covenant Defeasance occurs in respect of any series of notes, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes of such series. In order to exercise either Legal Defeasance or Covenant Defeasance in respect of any series of notes:

(i) we must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the applicable notes, cash in U.S. dollars, Government Securities, or a combination of cash in U.S. dollars and Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, interest or premium, if any, on such outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and we must specify whether such notes are being defeased to maturity or to a particular redemption date;

(ii) in the case of Legal Defeasance, we shall deliver to the trustee an opinion of counsel reasonably acceptable to the trustee (subject to customary exceptions and exclusions) confirming that (a) we have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(iii) in the case of Covenant Defeasance, we shall deliver to the trustee an opinion of counsel reasonably acceptable to the trustee (subject to customary exceptions and exclusions) confirming that the holders of the outstanding notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit or the granting of Liens in connection therewith);

(v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which we or any of our Subsidiaries is a party or by which we or any of our Subsidiaries is bound;

(vi) we must have delivered to the trustee, at or prior to the effective date of such defeasance, an opinion of counsel to the effect that, assuming no intervening bankruptcy of us between the date of deposit and the 91st day following the deposit and assuming that no holder is one of our “insiders” under applicable bankruptcy law and subject to customary exceptions and exclusions, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

(vii) we must deliver to the trustee an officers’ certificate stating that the deposit was not made by us with the intent of preferring the holders of notes of such series over our other creditors with the intent of defeating, hindering, delaying or defrauding any of our creditors or others; and

(viii) we must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture or the notes of a series may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes of such series, including additional notes of such series, if any, then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or event of default (except a continuing default or event of default in the payment of interest, premium, or the principal of, the applicable notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the notes of a series may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding notes of such series (including any additional notes of such series, if any), voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes) of such series.

Without the consent of each holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting holder):

(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note or change the optional redemption dates (other than the number of days for any required advance notice provisions) or optional redemption prices from those stated under the caption “—Optional Redemption”;

(3) make any change to the provisions stated under the caption “—Repurchase at the Option of Holders Upon Change of Control Triggering Event”;

(4) reduce the rate of or change the time for payment of interest on any note;

(5) waive a Default or Event of Default in the payment of principal of, or interest or premium on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes of a series and a waiver of the payment default that resulted from such acceleration);

(6) make any note payable in a currency other than that stated in the notes;

(7) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium on the notes;

(8) waive a redemption payment with respect to any note other than a payment required under the caption “—Repurchase at the Option of Holders Upon Change of Control Triggering Event”;

(9) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture, except in accordance with the terms hereof; or

(10) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding, without the consent of any holder of notes, the Company, the Guarantors, if any, and the trustee may amend or supplement the Indenture or the notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for the assumption by a successor corporation of the obligations of the Company under the Indenture in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets;

(3) to provide for uncertificated notes in addition to or in place of certificated notes;

(4) to make any change that would provide any additional rights or benefits to the holders of the notes or that does not adversely affect the legal rights under the Indenture of any such holder;

(5) to make any changes to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(6) to provide for the issuance of additional notes or exchange notes; or

(7) to allow a Subsidiary Guarantor to execute a supplemental indenture for the purpose of providing a Subsidiary Guarantee with respect to the notes.

Concerning the Trustee

The Indenture contains certain limitations on the rights of the trustee thereunder, should it become our creditor, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

The Indenture provides that the holders of a majority in principal amount of the outstanding notes of a series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee in respect of such series, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur (which shall not be cured), the trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of the notes, unless such holder shall have offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

The Indenture, the notes and any Subsidiary Guarantee are governed by and construed in accordance with the laws of the State of New York.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a description of all defined terms used in it and in the notes, including any other capitalized terms used in this “Description of the Notes” for which no definition is provided below.

“2011 Term Loan Facility” means that certain senior unsecured term loan credit agreement, dated as of October 28, 2011, with Bank of America, N.A., as administrative agent, Merrill Lynch, Pierce, Fenner & Smith

Incorporated, UBS Securities LLC, Morgan Stanley Senior Funding, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and RBS Securities Inc., as joint lead arrangers and joint book managers and the other lenders party thereto.

“Attributable Debt” means, in respect of a Sale and Lease-Back Transaction, at the time of determination, the present value (discounted at a rate per annum equivalent to the rate inherent in such lease (as determined in good faith by us), compounded semiannually) of the obligation of the lessee for rental payments during the remaining term of the lease included in such transaction, including any period for which such lease had been extended or may, at the option of the lessor, be extended or, if earlier, until the earliest date on which the lessee may terminate such lease upon payment of a penalty (in which case the obligation of the lessee for rental payments will include such penalty), after excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water and utility rates and similar charges.

“Capital Stock” means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Commission” means the United States Securities and Exchange Commission.

“Consolidated Net Tangible Assets” means, as of any particular time, the total of all the assets appearing on the most recent consolidated balance sheet prepared in accordance with GAAP of the Company and its Subsidiaries as of the end of the last fiscal quarter for which financial information is available (less applicable reserves and other properly deductible items) after deducting from such amount:

•

all current liabilities, including current maturities of long-term debt and current maturities of obligations under capital leases (other than any portion thereof maturing after, or renewable or extendable at our option or the option of the relevant Subsidiary beyond, twelve months from the date of determination); and

•

the total of the net book values of all of our assets and the assets of our Subsidiaries properly classified as intangible assets under GAAP (including goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangible assets).

“Credit Agreement” means that certain Credit Agreement, dated as of June 18, 2010 by and among us, as borrower, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and Banc of America Securities LLC, Citigroup Global Markets, Inc. and HSBC Securities (USA) Inc., as joint lead arrangers and joint book managers and the other lenders party thereto, including any related notes, guarantees, collateral documents, letters of credit, instruments and agreements executed in connection therewith (and any appendices, annexes, exhibits or schedules to any of the foregoing), and in each case as amended, restated, amended and restated, modified, supplemented, renewed, refunded, replaced, restructured, repaid or refinanced from time to time (whether with the original agents, arrangers and lenders or other agents, arrangers and lenders or otherwise, whether provided under the original credit agreement or other Credit Facilities or otherwise, whether for a greater or lesser principal amount, whether with greater or lesser interest and fees and whether or not including collateral or guarantors). Indebtedness under the Credit Agreement outstanding on the date on which notes are first issued and authenticated under the Indenture shall be deemed to have been incurred on such date.

“Credit Facilities” means, with respect to us or any of our Restricted Subsidiaries, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, amended and restated, modified, supplemented, renewed, refunded, replaced, refinanced, repaid or restructured in whole or in part from time to time.

“Default” means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

“Domestic Subsidiary” means a Subsidiary that is (i) formed under the laws of the United States of America or a state thereof or (ii) as of the date of determination, treated as a domestic entity or a partnership or a division of a domestic entity for U.S. federal income tax purposes.

“Fitch” means Fitch Ratings Limited, or any successor to the rating agency business thereof. “Foreign Subsidiaries” means our Subsidiaries that are not Domestic Subsidiaries.

“GAAP” means generally accepted accounting principles, which are in effect on the date of the Indenture. The sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP in the United States, are set forth in the Financial Accounting Standards Board’s Accounting Standards Codification.

“Government Securities” means securities that are (i) direct obligations of the United States for the payment of which its full faith and credit is pledged, or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Security or a specific payment of interest on or principal of any such Government Security held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Security or the specific payment of interest on or principal of the Government Security evidenced by such depository receipt.

“Guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof), of all or any part of any Indebtedness.

“Indebtedness” means, with respect to any Person, any indebtedness of such Person, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P or BBB- (or the equivalent) by Fitch.

“Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency business thereof.

“Non-Recourse Debt” means Indebtedness to finance the creation, development, construction or acquisition of properties or assets and any increases in or extensions, renewals or refinancings of such Indebtedness; provided that the recourse of the lender thereof (including any agent, trustee, receiver or other Person acting on behalf of such entity) in respect of such Indebtedness is limited in all circumstances to the properties or assets created, developed, constructed or acquired in respect of which such Indebtedness has been incurred, to the Capital Stock and debt securities of the Restricted Subsidiary that acquires or owns such properties or assets and to the receivables, inventory, equipment, chattels, contracts, intangibles and other assets, rights or collateral connected with the properties or assets created, developed, constructed or acquired and to which such lender has recourse.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Principal Property” means any real property interests (all such interests forming an integral part of a single development or operation being considered as one interest), including any mining claims and leases, and any plants, buildings or other improvements thereon, and any part thereof, located in the United States that is held by us or any Restricted Subsidiary and has a gross book value (without deduction of any depreciation reserves), on the date as of which the determination is being made, exceeding 1% of Consolidated Net Tangible Assets (other than any such interest that our Board of Directors determines by resolution is not material to our business and the business of our Subsidiaries taken as a whole).

“Rating Agency” means each of S&P, Moody’s and Fitch, or if S&P, Moody’s, Fitch or all three cease to make a rating on the applicable notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by us (as certified by a resolution of our Board of Directors) which shall be substituted for S&P, Moody’s, Fitch, or all three as the case may be.

“Restricted Subsidiary” means any Subsidiary (a) substantially all of the property of which is located in the United States or substantially all of the business of which is carried on, in the United States and that owns or leases a Principal Property or (b) is engaged primarily in the business of owning or holding Capital Stock of one or more Restricted Subsidiaries.

“Sale and Lease-Back Transaction” means any arrangement with any person providing for the leasing by us or any Restricted Subsidiary of any Principal Property, whether owned at the date of the issuance of the notes or thereafter acquired, that has been or is to be sold or transferred by us or any Restricted Subsidiary to such person with the intention of taking back a lease of this property.

“S&P” means Standard & Poor’s Rating Group, Inc., or any successor to the rating agency business thereof.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

“Specified Subsidiaries” means Kentucky United Coal, LLC, Midwest Coal Reserves of Kentucky, LLC, Mustang Clean Energy, LLC, Newhall Funding Company, P&L Receivables Company LLC, Peabody China, LLC, Peabody Mongolia, LLC, PG Investments Six, LLC, Sterling Centennial Insurance Corp. and United Minerals Company, LLC.

“Subsidiary” means, with respect to any Person, (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof) and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

“Subsidiary Guarantee” means the Guarantee of the applicable notes by each of the Subsidiary Guarantors pursuant to the Indenture and any additional Guarantee of the notes to be executed by any of our Subsidiaries pursuant to the covenant described above under “Certain Covenants—Additional Subsidiary Guarantees.”

“Subsidiary Guarantors” means all of our existing Domestic Subsidiaries, except for the Specified Subsidiaries, and any other Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the Indenture, and their respective successors and assigns.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES

The exchange of outstanding notes for exchange notes in the exchange offers will not constitute a taxable event to holders for United States federal income tax purposes. Consequently, you will not recognize gain or loss upon receipt of an exchange note, the holding period of the exchange note will include the holding period of the outstanding note exchanged therefor and the basis of the exchange note will be the same as the basis of the outstanding note immediately before the exchange.

In any event, persons considering the exchange of outstanding notes for exchange notes should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

CERTAIN ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the notes and the exchange of outstanding notes for exchange notes by employee benefit plans that are subject to Title I of ERISA, plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code or provisions under any federal, state, local, non-U.S. or other laws, rules or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), and entities whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “plan”).

General Fiduciary Matters

ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an “ERISA Plan”) and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

In considering an investment in the notes (or the exchange of outstanding notes for exchange notes) of a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary’s duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of notes by an ERISA Plan with respect to which we are considered a party in interest or disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the United States Department of Labor has issued prohibited transaction class exemptions (“PTCEs”) that may apply to the acquisition and holding of the notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1, respecting insurance company pooled separate accounts, PTCE 91-38, respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers, although there can be no assurance that all of the conditions of any such exemptions will be satisfied.

Because of the foregoing, the notes should not be acquired or held by any person investing “plan assets” of any Plan, unless such acquisition (including an exchange of outstanding notes for exchange notes) and holding will not constitute a non-exempt prohibited transaction under ERISA and the Code or a similar violation of any applicable Similar Laws.

Representation

Accordingly, by acceptance of a note, or any interest therein, each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire or hold the notes constitutes assets of any Plan or (ii) the acquisition and holding of the notes by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under any applicable Similar Laws.

The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering acquiring the notes on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the acquisition and holding of the notes.

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the consummation of the exchange offers, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to an exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to an exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the securities received by such broker-dealer in the exchange offers, which prospectus delivery requirement may be satisfied by the delivery by such broker-dealer of this prospectus. Any profit of any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the consummation of the exchange offers, we will promptly send additional copies of this prospectus and any amendments or supplements to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offers other than commissions or concessions of any broker-dealers and will indemnify you (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

The validity and enforceability of the exchange notes and the guarantees issued by our subsidiaries organized in the state of Delaware will be passed upon for us by Simpson Thacher & Bartlett LLP, New York, New York.

EXPERTS

The consolidated financial statements of Peabody Energy Corporation incorporated by reference in Peabody Energy Corporation’s Annual Report (Form 10-K) for the year ended December 31, 2011 (including schedules appearing therein) and the effectiveness of Peabody Energy Corporation’s internal control over financial reporting as of December 31, 2011 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in its reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Macarthur Coal Limited as of June 30, 2011 and 2010, and for each of the years ended June 30, 2011 and 2010 have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

AVAILABLE INFORMATION

We file certain reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. You may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Peabody Energy Corporation is an electronic filer, and the SEC maintains an Internet site at http://www.sec.gov that contains the reports and other information filed electronically. Our website address is www.peabodyenergy.com. Please note that our website address is provided as an inactive textual reference only. We make available free of charge, through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports, together with all other materials we file with or furnish to the SEC, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The information provided on or accessible through our website is not part of this prospectus, and is therefore not incorporated by reference unless such information is specifically referenced elsewhere in this prospectus.

You should rely only upon the information provided or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided or incorporated by reference in this prospectus is accurate as of any date other than the date of this prospectus.

This prospectus contains or incorporates by reference summaries of certain agreements entered into by us, including the indenture governing the notes, our credit facilities and certain other agreements. The descriptions of these agreements contained or incorporated by reference in this prospectus do not purport to be complete and are subject to, or qualified in their entirety by reference to, the definitive agreements. Copies of the definitive agreements will be made available without charge to you in response to a written or oral request to us at the following address or telephone number:

Peabody Energy Corporation

701 Market Street

St. Louis, Missouri 63101

Attention: Investor Relations

(314) 342-3400

LOGO

Peabody Energy Corporation

Offer to Exchange

$1,518,821,000 aggregate principal amount of its 6.00% Senior Notes due 2018 and the guarantees thereof and $1,339,644,000 aggregate principal amount of its 6.25% Senior Notes due 2021 and the guarantees thereof, which have been registered under the Securities Act of 1933, as amended, for any and all of its outstanding 6.00% Senior Notes due 2018 and the guarantees thereof and 6.25% Senior Notes due 2021, respectively.

Until the date that is 90 days from the date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions or otherwise.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

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 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 bylaws 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.

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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.

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, Caballo Grande, LLC, Caseyville Dock Company, LLC, Central States Coal Reserves of Illinois, LLC, Central States Coal Reserves of Indiana, LLC, Coal Reserve 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, Moffat County Mining, LLC, Mustang Energy Company, LLC, New Mexico Coal Resources, LLC, Pacific Export Resources, LLC, Peabody Archveyor, L.L.C., Peabody Bear Run Mining, LLC, Peabody Bear Run Services, LLC, Peabody Caballo Mining, LLC, Peabody Cardinal Gasification, LLC, Peabody COALSALES, LLC, Peabody COALTRADE, LLC, Peabody COALTRADE International (CTI), 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 Magnolia Grove Holdings, 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 Mining, LLC, Peabody Powder River Operations, LLC, Peabody Powder River Services, LLC, Peabody PowerTree Investments, LLC, Peabody Recreational Lands, L.L.C., Peabody Rocky Mountain Management Services, LLC, Peabody Rocky Mountain Services, LLC, Peabody Sage Creek Mining, LLC, Peabody School Creek Mining, LLC, Peabody Services Holdings, LLC, Peabody Southwest, LLC, Peabody Terminals, LLC, Peabody Twentymile Mining, LLC, Peabody Venture Fund, LLC, Peabody-Waterside Development, L.L.C., Peabody Wild Boar Mining, LLC, Peabody Wild Boar Services, LLC, Peabody Williams Fork Mining, LLC, Peabody Wyoming Gas, LLC, Peabody Wyoming Services, LLC, PEC Equipment Company, LLC, Point Pleasant Dock Company, LLC, Porcupine Production, LLC, Porcupine Transportation, LLC, Sage Creek Holdings, LLC, School Creek Coal Resources, LLC, Seneca Coal Company, LLC, Star Lake Energy Company, LLC, Thoroughbred Generating Company, LLC, Thoroughbred Mining Company, L.L.C.,

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Twentymile Coal, LLC and West Roundup Resources, 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 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 or, in connection with a proceeding brought by or in the right of the company, the officer was not adjudged liable to the company, and the officer was not adjudged liable in a proceeding charging improper personal benefit.

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.

II-3

Illinois

Illinois Corporation Registrants

Big Ridge, Inc., Century Mineral Resources, Inc. and Midco Supply and Equipment Corporation (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 consistent with the provisions of the Illinois Business Corporation Act (“IBCA”), as amended, as it currently exists or may hereafter be amended. The bylaws of Midco Supply and Equipment Corporation do not address indemnification, but as an Illinois Corporation, Midco Supply and Equipment Corporation is subject to the provisions of the IBCA.

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 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 actual and 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 in, or 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 actual and 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 in, or 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 actual and 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 in, or 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. Section 15-7(a) of the Illinois Limited Liability Company Act provides that an Illinois limited liability company shall reimburse its members and managers for payments made, and shall indemnify its members and managers for liabilities incurred, by such member or manager in the ordinary course of the business of the limited liability company or for the preservation of its property.

The Operating Agreement of Black Hills Mining Company, LLC provides that the company shall indemnify each director, officer and member with respect to any loss, expense, damages or injury suffered by such party 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

II-4

of the company or the member to the fullest extent permitted by law from and against any and all losses, claims and reasonable expenses of any kind (including reasonable attorneys’ fees and disbursements) arising out of or incidental to the business or activities of, or related to, the company, if such indemnitee determined in good faith that such conduct was in the best interests of the company 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 21. Exhibits and Financial Statement Schedules.

(a) Exhibits.


Exhibit No.		Description
3.1		Third Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, and incorporated herein by reference).
3.2		Amended and Restated By-Laws of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 16, 2006, and incorporated herein by reference).
3.3*		Certificate of Formation of American Land Development, LLC.
3.4*		Limited Liability Company Agreement of American Land Development, LLC.
3.5*		Certificate of Formation of American Land Holdings of Colorado, LLC.
3.6*		Limited Liability Company Agreement of American Land Holdings of Colorado, LLC.
3.7*		Amended Certificate of Formation of American Land Holdings of Illinois, LLC (formerly known as PG Investments Three, LLC).
3.8*		Limited Liability Company Agreement of American Land Holdings of Illinois, LLC (formerly known as PG Investments Three, LLC).
3.9*		Certificate of Formation of American Land Holdings of Indiana, LLC.
3.10*		Limited Liability Company Agreement of American Land Holdings of Indiana, LLC.
3.11*		Amended Certificate of Formation of American Land Holdings of Kentucky, LLC (formerly known as BTU Venezuela LLC).
3.12*		Limited Liability Company Agreement of American Land Holdings of Kentucky, LLC (formerly known as BTU Venezuela LLC).
3.13*		Amended Certificate of Formation American Land Holdings of West Virginia, LLC (formerly known as Appalachian Basin Oil & Gas, LLC).
3.14*		Limited Liability Company Agreement of American Land Holdings of West Virginia, LLC (formerly known as Appalachian Basin Oil & Gas, LLC).
3.15		Certificate of Incorporation of Arid Operations, Inc. (filed as Exhibit 3.5 to the Company’s Form S-4 Registration Statement filed July 14, 1998, and incorporated herein by reference).
3.16		By-Laws of Arid Operations, Inc. (filed as Exhibit 3.6 to the Company’s Form S-4 Registration Statement filed July 14, 1998, and incorporated herein by reference).
3.17*		Amended Articles of Incorporation of Big Ridge, Inc. (formerly known as Arclar Company).
3.18*		By-Laws of Big Ridge, Inc. (formerly known as Arclar Company).
3.19		Certificate of Incorporation of Big Sky Coal Company (filed as Exhibit 3.7 to the Company’s Form S-4 Registration Statement filed July 14, 1998, and incorporated herein by reference).
3.20		By-Laws of Big Sky Coal Company (filed as Exhibit 3.8 to the Company’s Form S-4 Registration Statement filed July 14, 1998, and incorporated herein by reference).
3.21*		Articles of Organization of Black Hills Mining Company, LLC.
3.22*		Operating Agreement for Black Hills Mining Company, LLC.
3.23*		Certificate of Incorporation of BTU Western Resources, Inc.
3.24*		By-Laws of BTU Western Resources, Inc.
3.25*		Certificate of Formation of Caballo Grande, LLC.
3.26*		Limited Liability Company Agreement of Caballo Grande, LLC.
3.27*		Certificate of Formation of Caseyville Dock Company, LLC.

II-5


3.28*		Limited Liability Company Agreement of Caseyville Dock Company, LLC.
3.29*		Amended Certificate of Formation of Central States Coal Reserves of Illinois, LLC (formerly known as Peabody Development Land Holdings, LLC).
3.30*		Amended and Restated Limited Liability Company Agreement of Central States Coal Reserves of Illinois, LLC (formerly known as Peabody Development Land Holdings, LLC).
3.31*		Certificate of Formation of Central States Coal Reserves of Indiana, LLC.
3.32*		Limited Liability Company Agreement of Central States Coal Reserves of Indiana, LLC.
3.33*		Articles of Incorporation of Century Mineral Resources, Inc.
3.34*		By-Laws of Century Mineral Resources, Inc.
3.35*		Certificate of Formation of Coal Reserve Holding Limited Liability Company No. 1.
3.36*		Amended Operating Agreement of Coal Reserve Holding Limited Liability Company No. 1.
3.37*		Certificate of Formation of COALSALES II, LLC (formerly known as Peabody Coalsales Company).
3.38*		Limited Liability Company Agreement of COALSALES II, LLC (formerly known as Peabody Coalsales Company).
3.39*		Certificate of Incorporation of Colorado Yampa Coal Company.
3.40*		Amended By-Laws of Colorado Yampa Coal Company.
3.41*		Amended Certificate of Formation of Conservancy Resources, LLC (formerly known as Illinois Basin Oil & Gas, LLC).
3.42*		Limited Liability Company Agreement of Conservancy Resources, LLC (formerly known as Illinois Basin Oil & Gas, LLC).
3.43		Certificate of Incorporation of Cottonwood Land Company (filed as Exhibit 3.23 to the Company’s Form S-4 Registration Statement filed July 14, 2008, and incorporated herein by reference).
3.44		By-Laws of Cottonwood Land Company (filed as Exhibit 3.24 to the Company’s Form S-4 Registration Statement filed July 14, 2008, and incorporated herein by reference).
3.45		Certificate of Incorporation of Cyprus Creek Land Company (filed as Exhibit 3.42 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.46		By-Laws of Cyprus Creek Land Company (filed as Exhibit 3.43 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.47		Certificate of Formation of Cyprus Creek Land Resources, LLC (filed as Exhibit 3.44 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.48		Limited Liability Company Agreement of Cyprus Creek Land Resources, LLC (filed as Exhibit 3.45 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.49*		Amended Certificate of Formation of Dyson Creek Coal Company, LLC (formerly known as PG Investments Two, LLC).
3.50*		Limited Liability Company Agreement of Dyson Creek Coal Company, LLC (formerly known as PG Investments Two, LLC).
3.51*		Certificate of Formation of Dyson Creek Mining Company, LLC.
3.52*		Limited Liability Company Agreement of Dyson Creek Mining Company, LLC.
3.53*		Certificate of Formation of El Segundo Coal Company, LLC (formerly known as El Segundo Employment Company LLC).
3.54*		Amended and Restated Limited Liability Company Agreement of El Segundo Coal Company, LLC (formerly known as El Segundo Employment Company LLC).
3.55*		Amended Certificate of Formation of Elkland Holdings, LLC (formerly known as San Fran Employment Resources, LLC).
3.56*		Limited Liability Company Agreement of Elkland Holdings, LLC (formerly known as San Fran Employment Resources, LLC).
3.57*		Certification of Organization of Falcon Coal Company, LLC.
3.58*		Amended and Restated Operating Agreement of Falcon Coal Company, LLC.
3.59		Amended Certificate of Incorporation of Gallo Finance Company (formerly known as Lee Ranch Coal Company) (filed as Exhibit 3.56 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).

II-6


3.60		By-Laws of Gallo Finance Company (formerly known as Lee Ranch Coal Company) (filed as Exhibit 3.57 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.61*		Certificate of Formation of Gold Fields Chile, LLC (formerly known as Exploraciones Y Minerales Sierra Morena S.A.).
3.62*		Limited Liability Company Agreement of Gold Fields Chile, LLC (formerly known as Exploraciones Y Minerales Sierra Morena S.A.).
3.63*		Certificate of Formation of Gold Fields Mining, LLC (formerly known as Gold Fields Mining Corporation).
3.64*		Limited Liability Company Agreement of Gold Fields Mining, LLC (formerly known as Gold Fields Mining Corporation).
3.65*		Certificate of Formation of Gold Fields Ortiz, LLC (formerly known as East Tennessee Coal Company).
3.66*		Limited Liability Company Agreement of Gold Fields Ortiz, LLC (formerly known as East Tennessee Coal Company).
3.67*		Certificate of Formation of Hayden Gulch Terminal, LLC (formerly known as Hayden Gulch Terminal, Inc.).
3.68*		By-Laws of Hayden Gulch Terminal, LLC (formerly known as Hayden Gulch Terminal, Inc.).
3.69		Certificate of Incorporation of Highwall Mining Services Company (filed as Exhibit 3.73 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.70		By-Laws of Highwall Mining Services Company (filed as Exhibit 3.74 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.71*		Certificate of Formation of Hillside Recreational Lands, LLC.
3.72*		Limited Liability Company Agreement of Hillside Recreational Lands, LLC.
3.73*		Amended Certification of Formation of HMC Mining, LLC (formerly known as PG Power Sales One, LLC).
3.74*		Limited Liability Company Agreement of HMC Mining, LLC (formerly known as PG Power Sales One, LLC).
3.75*		Articles of Organization of Illinois Land Holdings, LLC.
3.76*		Limited Liability Company Agreement of Illinois Land Holdings, LLC.
3.77*		Certificate of Formation of Independence Material Handling, LLC (formerly known as Independence Material Handling Company).
3.78*		Limited Liability Company Agreement of Independence Material Handling, LLC (formerly known as Independence Material Handling Company).
3.79*		Certificate of Formation of James River Coal Terminal, LLC (formerly known as A.T. Two, Inc.).
3.80*		Limited Liability Company Agreement of James River Coal Terminal, LLC (formerly known as A.T. Two, Inc.).
3.81		Certificate of Incorporation of Juniper Coal Company (filed as Exhibit 3.49 to the Company’s Form S-4 Registration Statement filed July 14, 1998, and incorporated herein by reference).
3.82		By-Laws of Juniper Coal Company (filed as Exhibit 3.50 to the Company’s Form S-4 Registration Statement filed July 14, 1998, and incorporated herein by reference).
3.83		Certificate of Incorporation of Kayenta Mobile Home Park, Inc. (filed as Exhibit 3.51 to the Company’s Form S-4 Registration Statement filed July 14, 1998, and incorporated herein by reference).
3.84		By-Laws of Kayenta Mobile Home Park, Inc. (filed as Exhibit 3.52 to the Company’s Form S-4 Registration Statement filed July 14, 1998, and incorporated herein by reference).
3.85*		Certificate of Formation of Kentucky Syngas, LLC.
3.86*		Limited Liability Company Agreement of Kentucky Syngas, LLC.
3.87*		Certificate of Formation of Lively Grove Energy, LLC.
3.88*		Amended and Restated Limited Liability Company Agreement of Lively Grove Energy, LLC.
3.89*		Certificate of Formation of Lively Grove Energy Partners, LLC.

II-7


3.90*		Limited Liability Company Agreement of Lively Grove Energy Partners, LLC.
3.91*		Certificate of Formation of Marigold Electricity, LLC.
3.92*		Limited Liability Company Agreement of Marigold Electricity, LLC.
3.93*		Amended Articles of Incorporation of Midco Supply and Equipment Corporation.
3.94*		By-Laws of Midco Supply and Equipment Corporation.
3.95*		Certificate of Incorporation of Midwest Coal Acquisition Corp.
3.96*		By-Laws of Midwest Coal Acquisition Corp.
3.97*		Certificate of Formation of Midwest Coal Reserves of Illinois, LLC.
3.98*		Limited Liability Company Agreement of Midwest Coal Reserves of Illinois, LLC.
3.99*		Amended Certificate of Formation of Midwest Coal Reserves of Indiana, LLC (formerly known as Midwest Coal Reserves, LLC).
3.100*		Amended and Restated Limited Liability Company Agreement of Midwest Coal Reserves of Indiana, LLC (formerly known as Midwest Coal Reserves, LLC).
3.101*		Certificate of Formation of Moffat County Mining, LLC (formerly known as BTU Empire Corporation, formerly known as Cyprus Colorado Coal Corporation).
3.102*		Limited Liability Company Agreement of Moffat County Mining, LLC (formerly known as BTU Empire Corporation, formerly known as Cyprus Colorado Coal Corporation).
3.103		Amended Certificate of Formation of Mustang Energy Company, LLC (formerly known as PG Investments Seven, LLC) (filed as Exhibit 3.97 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.104		Limited Liability Company Agreement of Mustang Energy Company, LLC (formerly known as PG Investments Seven LLC) (filed as Exhibit 3.98 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.105*		Certificate of Formation of New Mexico Coal Resources, LLC.
3.106*		Limited Liability Company Agreement of New Mexico Coal Resources, LLC.
3.107*		Certificate of Formation of Pacific Export Resources, LLC.
3.108*		Limited Liability Company Agreement of Pacific Export Resources, LLC.
3.109		Certificate of Incorporation of Peabody America, Inc. (filed as Exhibit 3.67 to the Company’s Form S-4 Registration Statement filed July 14, 1998, and incorporated herein by reference).
3.110		By-Laws of Peabody America, Inc. (filed as Exhibit 3.68 to the Company’s Form S-4 Registration Statement filed July 14, 1998, and incorporated herein by reference).
3.111		Certificate of Formation of Peabody Archveyor, L.L.C. (formerly known as PG Investments Ten, L.L.C.) (filed as Exhibit 3.107 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.112		Limited Liability Company Agreement of Peabody Archveyor, L.L.C. (formerly known as PG Investments Ten, L.L.C.) (filed as Exhibit 3.108 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.113*		Amended Certificate of Organization of Peabody Arclar Mining, LLC (formerly known as Arclar Company, LLC, formerly known as Sugar Camp Coal, LLC).
3.114*		Amended and Restated Operating Agreement of Peabody Arclar Mining, LLC (formerly known as Arclar Company, LLC, formerly known as Sugar Camp Coal, LLC).
3.115*		Amended Certificate of Formation of Peabody Bear Run Mining, LLC (formerly known as Bear Run Coal Company, LLC).
3.116*		Amended Limited Liability Company Agreement of Peabody Bear Run Mining, LLC (formerly known as Bear Run Coal Company, LLC).
3.117*		Amended Certificate of Formation of Peabody Bear Run Services, LLC (formerly known as Peabody Bear Run Employment Resources, LLC, formerly known as Sullivan Employment Resources, LLC).
3.118*		Limited Liability Company Agreement of Peabody Bear Run Services, LLC (formerly known as Peabody Bear Run Employment Resources, LLC, formerly known as Sullivan Employment Resources, LLC).
3.119*		Certificate of Formation of Peabody Caballo Mining, LLC (formerly known as Caballo Coal Company).

II-8


3.120*		By-Laws of Peabody Caballo Mining, LLC (formerly known as Caballo Coal Company).
3.121*		Certificate of Formation of Peabody Cardinal Gasification, LLC.
3.122*		Limited Liability Company Agreement of Peabody Cardinal Gasification, LLC.
3.123*		Certificate of Formation of Peabody COALSALES, LLC (formerly known as COALSALES, LLC).
3.124*		Amended Limited Liability Company Agreement of Peabody COALSALES, LLC (formerly known as COALSALES, LLC).
3.125*		Certificate of Formation of Peabody COALTRADE International (CTI), LLC (formerly known as COALTRADE International, LLC, formerly known as Peabody COALTRADE International LLC).
3.126*		Amended Limited Liability Company Agreement of Peabody COALTRADE International (CTI), LLC (formerly known as COALTRADE International, LLC, formerly known as Peabody COALTRADE International LLC).
3.127*		Amended Certificate of Formation of Peabody COALTRADE, LLC (formerly known as Peabody COALTRADE, Inc., formerly known as COALTRADE, LLC).
3.128*		Amended Limited Liability Company Agreement of Peabody COALTRADE, LLC (formerly known as Peabody COALTRADE, Inc., formerly known as COALTRADE, LLC).
3.129*		Amended Certificate of Formation of Peabody Colorado Operations, LLC (formerly known as Peabody Colorado Coal Resources, LLC, formerly known as Colorado Coal Resources LLC, formerly known as COALTRADE LLC, LLC).
3.130*		Amended Limited Liability Company Agreement of Peabody Colorado Operations, LLC (formerly known as Peabody Colorado Coal Resources, LLC, formerly known as Colorado Coal Resources LLC, formerly known as COALTRADE LLC, LLC).
3.131*		Amended Certificate of Formation of Peabody Colorado Services, LLC (formerly known as Cougar Employment Resources, LLC).
3.132*		Limited Liability Company Agreement of Peabody Colorado Services, LLC (formerly known as Cougar Employment Resources, LLC).
3.133*		Amended Certificate of Formation of Peabody Coulterville Mining, LLC (formerly known as Coulterville Coal Company, LLC, formerly known as Williamsville Coal Company, LLC).
3.134*		Amended Limited Liability Company Agreement of Peabody Coulterville Mining, LLC (formerly known as Coulterville Coal Company, LLC, formerly known as Williamsville Coal Company, LLC).
3.135*		Certificate of Formation of Peabody Development Company, LLC (formerly known as Peabody Development Company, formerly known as Premier Coal Sales Company).
3.136*		Limited Liability Company Agreement of Peabody Development Company, LLC (formerly known as Peabody Development Company, formerly known as Premier Coal Sales Company).
3.137*		Certificate of Formation of Peabody Electricity, LLC.
3.138*		Limited Liability Company Agreement of Peabody Electricity, LLC.
3.139*		Certificate of Formation of Peabody Employment Services, LLC.
3.140*		Limited Liability Company Agreement of Peabody Employment Services, LLC.
3.141		Certificate of Incorporation of Peabody Energy Generation Holding Company (filed as Exhibit 3.119 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.142		By-Laws of Peabody Energy Generation Holding Company (filed as Exhibit 3.120 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.143		Amended Certificate of Incorporation of Peabody Energy Investments, Inc. (formerly known as Thoroughbred Mining Company) (filed as Exhibit 3.121 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.144		By-Laws of Peabody Energy Investments, Inc. (formerly known as Thoroughbred Mining Company) (filed as Exhibit 3.122 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.145		Amended Certificate of Incorporation of Peabody Energy Solutions, Inc. (formerly known as Peabody Powertrade, Inc.) (filed as Exhibit 3.123 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).

II-9


3.146		By-Laws of Peabody Energy Solutions, Inc. (formerly known as Peabody Powertrade, Inc.) (filed as Exhibit 3.124 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.147*		Certificate of Formation of Peabody Gateway North Mining, LLC.
3.148*		Limited Liability Company Agreement of Peabody Gateway North Mining, LLC.
3.149*		Amended Certificate of Formation of Peabody Gateway Services, LLC (formerly known as Peabody Gateway Employment Resources, LLC, formerly known as Perry Employment Resources, LLC).
3.150*		Limited Liability Company Agreement of Peabody Gateway Services, LLC (formerly known as Peabody Gateway Employment Resources, LLC, formerly known as Perry Employment Resources, LLC).
3.151*		Certificate of Formation of Peabody Holding Company, LLC (formerly known as Rio Escondido Coal Corp,).
3.152*		Limited Liability Company Agreement of Peabody Holding Company, LLC (formerly known as Rio Escondido Coal Corp,).
3.153*		Amended Certificate of Formation of Peabody Illinois Services, LLC (formerly known as Peabody Illinois Employment Resources, formerly known as Brewer Employment Resources, LLC).
3.154*		Limited Liability Company Agreement of Peabody Illinois Services, LLC (formerly known as Peabody Illinois Employment Resources, formerly known as Brewer Employment Resources, LLC).
3.155*		Amended Certificate of Formation of Peabody Indiana Services, LLC (formerly known as Peabody Indiana Employment Resources, LLC, formerly known as San Employment Resources, LLC).
3.156*		Limited Liability Company Agreement of Peabody Indiana Services, LLC (formerly known as Peabody Indiana Employment Resources, LLC, formerly known as San Employment Resources, LLC).
3.157*		Certificate of Incorporation of Peabody International Investments, Inc.
3.158*		By-Laws of Peabody International Investments, Inc.
3.159*		Certificate of Incorporation of Peabody International Services, Inc.
3.160*		By-Laws of Peabody International Services, Inc.
3.161*		Amended Certificate of Incorporation of Peabody Investments Corp. (formerly known as BTU Worldwide, Inc.).
3.162*		By-Laws of Peabody Investments Corp. (formerly known as BTU Worldwide, Inc.).
3.163*		Certificate of Formation of Peabody Magnolia Grove Holdings, LLC.
3.164*		Limited Liability Company Agreement of Peabody Magnolia Grove Holdings, LLC.
3.165*		Amended Certificate of Formation of Peabody Midwest Management Services, LLC (formerly known as Nordic Employment Resources, LLC).
3.166*		Limited Liability Company Agreement of Peabody Midwest Management Services, LLC (formerly known as Nordic Employment Resources, LLC).
3.167*		Amended Articles of Organization of Peabody Midwest Mining, LLC (formerly known as Black Beauty Coal Company, LLC, formerly known as Black Beauty Coal Company).
3.168*		Amended and Restated Operating Agreement of Peabody Midwest Mining, LLC (formerly known as Black Beauty Coal Company, LLC, formerly known as Black Beauty Coal Company).
3.169*		Amended Certificate of Formation of Peabody Midwest Operations, LLC (formerly known as Peabody Midwest Coal Resources, LLC, formerly known as Midwest Coal Resources, LLC).
3.170*		Amended Limited Liability Company Agreement of Peabody Midwest Operations, LLC (formerly known as Peabody Midwest Coal Resources, LLC, formerly known as Midwest Coal Resources, LLC).
3.171*		Amended Certificate of Formation of Peabody Midwest Services, LLC (formerly known as Black Cat Employment Resources, LLC).
3.172*		Limited Liability Company Agreement of Peabody Midwest Services, LLC (formerly known as Black Cat Employment Resources, LLC).
3.173		Certificate of Formation of Peabody Natural Gas, LLC (filed as Exhibit 3.127 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).

II-10


3.174		Operating Agreement of Peabody Natural Gas, LLC (filed as Exhibit 3.128 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.175*		Amended Statement of Partnership Existence of Peabody Natural Resources Company (formerly known as Hanson Natural Resources Company).
3.176*		Amended By-Laws of Peabody Natural Resources Company (formerly known as Hanson Natural Resources Company).
3.177*		Amended Certificate of Formation of Peabody New Mexico Services, LLC (formerly known as New Mexico Employment Resources, LLC, formerly known as El Segundo Coal Resources, LLC).
3.178*		Second Amended and Restated Limited Liability Company Agreement of Peabody New Mexico Services, LLC (formerly known as New Mexico Employment Resources, LLC, formerly known as El Segundo Coal Resources, LLC).
3.179*		Amended Certificate of Formation of Peabody Operations Holding, LLC (formerly known as Fields Employment Resources, LLC).
3.180*		Limited Liability Company Agreement of Peabody Operations Holding, LLC (formerly known as Fields Employment Resources, LLC).
3.181*		Amended Certificate of Formation of Peabody Powder River Mining, LLC (formerly known as Powder River Coal, LLC, formerly known as Powder River Coal Company).
3.182*		Limited Liability Company Agreement of Peabody Powder River Mining, LLC (formerly known as Powder River Coal, LLC, formerly known as Powder River Coal Company).
3.183*		Amended Certificate of Formation of Peabody Powder River Operations, LLC (formerly known as Peabody Powder River Resources, formerly known as Powder River Resources, LLC).
3.184*		Amended Limited Liability Company Agreement of Peabody Powder River Operations, LLC (formerly known as Peabody Powder River Resources, formerly known as Powder River Resources, LLC).
3.185*		Amended Certificate of Formation of Peabody Powder River Services, LLC (formerly known as Peabody Wyoming Employment Resources, LLC, formerly known as Wyoming Employment Resources, LLC).
3.186*		Limited Liability Company Agreement of Peabody Powder River Services, LLC (formerly known as Peabody Wyoming Employment Resources, LLC, formerly known as Wyoming Employment Resources, LLC).
3.187*		Certificate of Formation of Peabody PowerTree Investments, LLC.
3.188*		Limited Liability Company Agreement of Peabody PowerTree Investments, LLC.
3.189		Amended Certificate of Formation of Peabody Recreational Lands, L.L.C. (formerly known as Williams Fork Mountain Ranch, L.L.C.) (filed as Exhibit 3.131 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.190		Limited Liability Company Agreement of Peabody Recreational Lands, L.L.C. (formerly known as Williams Fork Mountain Ranch, L.L.C.) (filed as Exhibit 3.132 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.191*		Amended Certificate of Formation of Peabody Rocky Mountain Management Services, LLC (formerly known as Sky Employment Resources, LLC).
3.192*		Limited Liability Company Agreement of Peabody Rocky Mountain Management Services, LLC (formerly known as Sky Employment Resources, LLC).
3.193*		Amended Certificate of Formation of Peabody Rocky Mountain Services, LLC (formerly known as Peabody Colorado Employment Resources, LLC, formerly known as Colorado Employment Resources, LLC, formerly known as Williams Fork Coal Resources, LLC).
3.194*		Amended Limited Liability Company Agreement of Peabody Rocky Mountain Services, LLC (formerly known as Peabody Colorado Employment Resources, LLC, formerly known as Colorado Employment Resources, LLC, formerly known as Williams Fork Coal Resources, LLC).
3.195*		Amended Certificate of Formation of Peabody Sage Creek Mining, LLC (formerly known as Sage Creek Coal Company, LLC).
3.196*		Limited Liability Company Agreement of Peabody Sage Creek Mining, LLC (formerly known as Sage Creek Coal Company, LLC).

II-11


3.197*		Amended Certificate of Formation of Peabody School Creek Mining, LLC (formerly known as School Creek Coal Company, LLC).
3.198*		Limited Liability Company Agreement of Peabody School Creek Mining, LLC (formerly known as School Creek Coal Company, LLC).
3.199*		Amended Certificate of Formation of Peabody Services Holdings, LLC (formerly known as Altair Employment Resources, LLC, formerly known as Dietrich Employment Resources, LLC).
3.200*		Limited Liability Company Agreement of Peabody Services Holdings, LLC (formerly known as Altair Employment Resources, LLC, formerly known as Dietrich Employment Resources, LLC).
3.201*		Amended Certificate of Formation of Peabody Southwest, LLC (formerly known as Rockies Natural Gas, LLC).
3.202*		Limited Liability Company Agreement of Peabody Southwest, LLC (formerly known as Rockies Natural Gas, LLC).
3.203		Certificate of Incorporation of Peabody Southwestern Coal Company (filed as Exhibit 3.133 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.204		By-Laws of Peabody Southwestern Coal Company (filed as Exhibit 3.134 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.205*		Certificate of Incorporation of Peabody Terminal Holding Company, Inc.
3.206*		By-Laws of Peabody Terminal Holding Company, Inc.
3.207*		Certificate of Formation of Peabody Terminals, LLC (formerly known as Peabody Terminals, Inc., formerly known as Armco Terminal Company).
3.208*		Limited Liability Company Agreement of Peabody Terminals, LLC (formerly known as Peabody Terminals, Inc., formerly known as Armco Terminal Company).
3.209*		Amended Certificate of Formation of Peabody Twentymile Mining, LLC (formerly known as Vigo Employment Resources, LLC).
3.210*		Amended Limited Liability Company Agreement of Peabody Twentymile Mining, LLC (formerly known as Vigo Employment Resources, LLC).
3.211		Certificate of Incorporation of Peabody Venezuela Coal Corp. (filed as Exhibit 3.85 to the Company’s Form S-4 Registration Statement filed July 14, 1998, and incorporated herein by reference).
3.212		By-Laws of Peabody Venezuela Coal Corp. (filed as Exhibit 3.86 to the Company’s Form S-4 Registration Statement filed July 14, 1998, and incorporated herein by reference).
3.213*		Certificate of Formation of Peabody Venture Fund, LLC.
3.214*		Limited Liability Company Agreement of Peabody Venture Fund, LLC.
3.215		Certificate of Formation of Peabody-Waterside Development, L.L.C. (filed as Exhibit 3.139 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.216		Limited Liability Company Agreement of Peabody-Waterside Development, L.L.C. (filed as Exhibit 3.140 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.217		Certificate of Incorporation of Peabody Western Coal Company (filed as Exhibit 3.87 to the Company’s Form S-4 Registration Statement filed July 14, 1998, and incorporated herein by reference).
3.218		By-Laws of Peabody Western Coal Company (filed as Exhibit 3.88 to the Company’s Form S-4 Registration Statement filed July 14, 1998, and incorporated herein by reference).
3.219*		Amended Certificate of Formation of Peabody Wild Boar Mining, LLC (formerly known as Wild Boar Coal Company, LLC).
3.220*		Amended Limited Liability Company Agreement of Peabody Wild Boar Mining, LLC (formerly known as Wild Boar Coal Company, LLC).
3.221*		Amended Certificate of Formation of Peabody Wild Boar Services, LLC (formerly known as Peabody Wild Boar Employment Resources, LLC, formerly known as Warrick Employment Resources, LLC).

II-12


3.222*		Limited Liability Company Agreement of Peabody Wild Boar Services, LLC (formerly known as Peabody Wild Boar Employment Resources, LLC, formerly known as Warrick Employment Resources, LLC).
3.223*		Amended Certificate of Formation of Peabody Williams Fork Mining, LLC (formerly known as Williams Fork Coal Company, LLC).
3.224*		Limited Liability Company Agreement of Peabody Williams Fork Mining, LLC (formerly known as Williams Fork Coal Company, LLC).
3.225*		Amended Certificate of Formation of Peabody Wyoming Gas, LLC (formerly known as Wyoming Natural Gas, LLC).
3.226*		Limited Liability Company Agreement of Peabody Wyoming Gas, LLC (formerly known as Wyoming Natural Gas, LLC).
3.227*		Amended Certificate of Formation of Peabody Wyoming Services, LLC (formerly known as Brown Employment Resources, LLC).
3.228*		Limited Liability Company Agreement of Peabody Wyoming Services, LLC (formerly known as Brown Employment Resources, LLC).
3.229*		Certificate of Formation of PEC Equipment Company, LLC.
3.230*		Amended and Restated Limited Liability Company Agreement of PEC Equipment Company, LLC.
3.231*		Certificate of Formation of Point Pleasant Dock Company, LLC.
3.232*		Limited Liability Company Agreement of Point Pleasant Dock Company, LLC.
3.233		Certificate of Incorporation of Pond River Land Company (filed as Exhibit 3.147 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.234		By-Laws of Pond River Land Company (filed as Exhibit 3.148 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.235*		Amended Certificate of Formation of Porcupine Production, LLC.
3.236*		Operating Agreement of Porcupine Production, LLC.
3.237		Certificate of Formation of Porcupine Transportation, LLC (filed as Exhibit 3.151 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.238*		Operating Agreement of Porcupine Transportation, LLC.
3.239*		Certificate of Incorporation of Riverview Terminal Company (formerly known as Darius Gold Mine Inc., formerly known as Orion Mines, Inc.).
3.240*		By-Laws of Riverview Terminal Company (formerly known as Darius Gold Mine Inc., formerly known as Orion Mines, Inc.).
3.241*		Certification of Formation of Sage Creek Holdings, LLC.
3.242*		Limited Liability Company Agreement of Sage Creek Holdings, LLC.
3.243*		Certification of Formation of School Creek Coal Resources, LLC.
3.244*		Limited Liability Company Agreement of School Creek Coal Resources, LLC.
3.245*		Certificate of Formation of Seneca Coal Company, LLC (formerly known as Seneca Coal Company).
3.246*		Limited Liability Company Agreement of Seneca Coal Company, LLC (formerly known as Seneca Coal Company).
3.247*		Amended Certificate of Incorporation of Shoshone Coal Corporation (formerly known as Rag Shoshone Coal Corporation, formerly known as Cyprus Shoshone Coal Corporation, formerly known as Cyprus SC Corporation, formerly known as Cyprus Shoshone Coal Corporation, formerly known as Dravo Coal Company, LLC).
3.248*		By-Laws of Shoshone Coal Corporation (formerly known as Rag Shoshone Coal Corporation, formerly known as Cyprus Shoshone Coal Corporation, formerly known as Cyprus SC Corporation, formerly known as Cyprus Shoshone Coal Corporation, formerly known as Dravo Coal Company, LLC).
3.249		Certificate of Formation of Star Lake Energy Company, L.L.C. (filed as Exhibit 3.169 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.250		Limited Liability Company Agreement of Star Lake Energy Company, L.L.C. (filed as Exhibit 3.170 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).

II-13


3.251*		Certificate of Organization of Sugar Camp Properties, LLC (formerly known as Sugar Camp Properties).
3.252*		Amended and Restated Operating Agreement of Sugar Camp Properties, LLC (formerly known as Sugar Camp Properties).
3.253		Amended Certificate of Formation of Thoroughbred Generating Company, LLC (formerly known as PG Investments Nine) (filed as Exhibit 3.176 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.254		Limited Liability Company Agreement of Thoroughbred Generating Company, LLC (formerly known as PG Investments Nine) (filed as Exhibit 3.177 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.255		Certificate of Formation of Thoroughbred Mining Company, L.L.C. (filed as Exhibit 3.178 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.256		Limited Liability Company Agreement of Thoroughbred Mining Company, L.L.C. (filed as Exhibit 3.179 to the Company’s Form S-4 Registration Statement filed June 17, 2003, and incorporated herein by reference).
3.257*		Certificate of Formation of Twentymile Coal, LLC (formerly known as Twentymile Coal Company, LLC).
3.258*		Limited Liability Company Agreement of Twentymile Coal, LLC (formerly known as Twentymile Coal Company, LLC).
3.259*		Certificate of Formation of West Roundup Resources, LLC (formerly known as West Roundup Resources, Inc.).
3.260*		Limited Liability Company Agreement of West Roundup Resources, LLC (formerly known as West Roundup Resources, Inc.).
4.1		Indenture, dated as of November 15, 2011, among Peabody, the Guarantors named therein and U.S. Bank National Association, as Trustee, governing the 6.00% Senior Notes Due 2018 and 6.25% Senior Notes Due 2021 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 17, 2011, and incorporated herein by reference).
4.2		Form of 6.00% Senior Notes due 2018 (included in Exhibit 4.1).
4.3		Form of 6.25% Senior Notes due 2021 (included in Exhibit 4.1).
4.4		7 3/8% Senior Notes Due 2016 Base Indenture, dated as of March 19, 2004, as supplemented by the Tenth Supplemental Indenture, dated as of October 12, 2006 among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 13, 2006, and incorporated herein by reference).
4.5		7 3/8% Senior Notes Due 2016 Base Indenture, dated as of March 19, 2004, as supplemented by the Thirteenth Supplemental Indenture, dated as of November 10, 2006 among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (filed as Exhibit 4.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 filed on February 28, 2007, and incorporated herein by reference).
4.6		7 3/8% Senior Notes Due 2016 Base Indenture, dated as of March 19, 2004, as supplemented by the Sixteenth Supplemental Indenture, dated as of January 31, 2007 among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (filed as Exhibit 4.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 filed on February 28, 2007, and incorporated herein by reference).
4.7		7 3/8% Senior Notes Due 2016 Base Indenture, dated as of March 19, 2004, as supplemented by the Nineteenth Supplemental Indenture, dated as of June 14, 2007, among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (filed as Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed on August 8, 2007, and incorporated herein by reference).

II-14


4.8		7 3/8% Senior Notes Due 2016 Base Indenture, dated as of March 19, 2004, as supplemented by the Thirty-First Supplemental Indenture, dated as of March 13, 2009, among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed on May 8, 2009, and incorporated herein by reference).
4.9		7 3/8% Senior Notes Due 2016 Base Indenture, dated as of March 19, 2004, as supplemented by the Twenty-Second Supplemental Indenture, dated as of November 14, 2007, among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (filed as Exhibit 4.40 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed on February 28, 2008, and incorporated herein by reference).
4.10		7 7/8% Senior Notes Due 2026 Base Indenture, dated as of March 19, 2004, as supplemented by the Eleventh Supplemental Indenture, dated as of October 12, 2006, among the Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 13, 2006, and incorporated herein by reference).
4.11		7 7/8% Senior Notes Due 2026 Base Indenture, dated as of March 19, 2004, as supplemented by the Fourteenth Supplemental Indenture, dated as of November 10, 2006, among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (filed as Exhibit 4.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 filed on February 28, 2007, and incorporated herein by reference).
4.12		7 7/8% Senior Notes Due 2026 Base Indenture, dated as of March 19, 2004, as supplemented by the Seventeenth Supplemental Indenture, dated as of January 31, 2007, among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (filed as Exhibit 4.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 filed on February 28, 2007, and incorporated herein by reference).
4.13		7 7/8% Senior Notes Due 2026 Base Indenture, dated as of March 19, 2004, as supplemented by the Twentieth Supplemental Indenture, dated as of June 14, 2007, among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (filed as Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed on August 8, 2007, and incorporated herein by reference).
4.14		7 7/8% Senior Notes Due 2026 Base Indenture, dated as of March 19, 2004, as supplemented by the Twenty-Third Supplemental Indenture, dated as of November 14, 2007, among the Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (filed as Exhibit 4.45 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed on February 28, 2008, and incorporated herein by reference).
4.15		7 7/8% Senior Notes Due 2026 Base Indenture, dated as of March 19, 2004, as supplemented by the Thirty-Second Supplemental Indenture, dated as of March 13, 2009, among Peabody Energy Corporation, the Guaranteeing Subsidiaries (as defined therein), and U.S. Bank National Association, as trustee (filed as Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed on May 8, 2009, and incorporated herein by reference).
4.16		6 1/2% Senior Notes due 2020 Base Indenture, dated as of March 19, 2004, as supplemented by the Thirty-Third Supplemental Indenture, dated as of August 25, 2010, among Peabody Energy Corporation, the guarantors named therein and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 27, 2010, and incorporated herein by reference).
4.17		4.75% Convertible Junior Subordinated Debentures Due 2066 First Supplemental Indenture, dated as December 20, 2006, among Peabody Energy Corporation and U.S. Bank National Association, as trustee to the Subordinated Indenture, dated as of December 20, 2006, between Peabody Energy Corporation and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 20, 2006, and incorporated herein by reference).

II-15


4.18		7 3/8% Senior Notes Due 2016 Base Indenture, dated as of March 19, 2004, as supplemented by the Thirty-Sixth Supplemental Indenture, dated as of April 21, 2011 among Peabody Energy Corporation, the guarantors named therein and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed on August 5, 2011, and incorporated herein by reference).
4.19		7 7/8% Senior Notes Due 2026 Base Indenture, dated as of March 19, 2004, as supplemented by the Thirty-Seventh Supplemental Indenture, dated as of April 21, 2011 among Peabody Energy Corporation, the guarantors named therein and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed on August 5, 2011, and incorporated herein by reference).
4.20		6 1/2% Senior Notes Due 2020 Base Indenture, dated as of March 19, 2004, as supplemented by the Thirty-Eighth Supplemental Indenture, dated as of April 21, 2011 among Peabody Energy Corporation, the guarantors named therein and U.S. Bank National Association, as trustee (filed as Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 filed on August 5, 2011, and incorporated herein by reference).
5.1*		Opinion of Simpson Thacher & Bartlett LLP.
5.2*		Opinion of Jackson Kelly PLLC
5.3*		Opinion of Thompson Coburn LLP.
10.1		Registration Rights Agreement, dated as of November 15, 2011, among Peabody, the Guarantors named therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., RBS Securities Inc., Banco Bilbao Vizcaya Argentaria, S.A., Mitsubishi UFJ Securities (USA), Inc., PNC Capital Markets LLC, Santander Investment Securities Inc., U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC, ANZ Securities, Inc., Fifth Third Securities, Inc., nabSecurities, LLC, SMBC Nikko Capital Markets Limited, Standard Chartered Bank and Westpac Banking Corporation (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 17, 2011, and incorporated herein by reference).
12*		Statement regarding Computation of Ratio of Earnings to Fixed Charges.
23.1*		Consent of Ernst & Young LLP.
23.2*		Consent of KPMG.
23.3*		Consent of Simpson Thacher & Bartlett LLP (included in the opinion filed as Exhibit 5.1).
24.1*		Powers of Attorney (included on signature page of this prospectus).
25.1*		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association, as trustee under the Indenture, dated as of November 15, 2011.
99.1*		Form of Letter of Transmittal.
99.2*		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominee.
99.3*		Form of Letter to Clients.
99.4*		Form of Notice of Guaranteed Delivery.

*	Filed herewith.

(b)

Financial Statement Schedules

All schedules are omitted because the required information is either not present, not present in material amounts or presented within the consolidated financial statements included in the prospectus and are incorporated herein by reference.

II-16

Item 22. Undertakings.

(a) 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;

(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 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.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933 to any purchaser, if the registrants are subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; 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 first use, 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 date of first use.

(5) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 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-17

(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.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing 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 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 whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of Form S-4 within one business day of receipt of such request and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(d) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction that was not the subject of and included in the registration statement when it became effective.

II-18

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-4 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 August 3, 2012.


PEABODY ENERGY CORPORATION

By:		/S/ GREGORY H. BOYCE
		Gregory H. Boyce
		Chairman and Chief Executive Officer

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, 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 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ GREGORY H. BOYCE		Chairman, Chief Executive Officer and Director (Principal Executive Officer)
Gregory H. Boyce

/S/ MICHAEL C. CREWS Michael C. Crews		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

/S/ WILLIAM A. COLEY		Director
William A. Coley

/S/ WILLIAM E. JAMES		Director
William E. James

/S/ ROBERT B. KARN III		Director
Robert B. Karn III

II-19


Signature		Title

/S/ M. FRANCES KEETH		Director
M. Frances Keeth

/S/ HENRY E. LENTZ		Director
Henry E. Lentz

/S/ ROBERT A. MALONE		Director
Robert A. Malone

/S/ WILLIAM C. RUSNACK		Director
William C. Rusnack

/S/ JOHN F. TURNER		Director
John F. Turner

/S/ SANDRA VAN TREASE		Director
Sandra Van Trease

/S/ ALAN H. WASHKOWITZ		Director
Alan H. Washkowitz

II-20

SIGNATURES



AMERICAN LAND DEVELOPMENT, LLC By: PEABODY INVESTMENTS CORP., its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-21

SIGNATURES


AMERICAN LAND HOLDINGS OF COLORADO, LLC

By: AMERICAN LAND DEVELOPMENT, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-22

SIGNATURES


AMERICAN LAND HOLDINGS OF ILLINOIS, LLC

By: AMERICAN LAND DEVELOPMENT, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-23

SIGNATURES


AMERICAN LAND HOLDINGS OF INDIANA, LLC

By: AMERICAN LAND DEVELOPMENT, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-24

SIGNATURES


AMERICAN LAND HOLDINGS OF KENTUCKY, LLC

By: AMERICAN LAND DEVELOPMENT, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-25

SIGNATURES


AMERICAN LAND HOLDINGS OF WEST VIRGINIA, LLC

By: AMERICAN LAND DEVELOPMENT, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-26

SIGNATURES


ARID OPERATIONS, INC.

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance and Director
Walter L. Hawkins, Jr.

/S/ JOHN F. QUINN, JR.		Director
John F. Quinn, Jr.

II-27

SIGNATURES


BIG RIDGE, INC.

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARC E. HATHHORN		President and Director
Marc E. Hathhorn

/S/ CHARLES F. MEINTJES		Director
Charles F. Meintjes

/S/ JOHN F. QUINN, JR.		Director
John F. Quinn, Jr.

II-28

SIGNATURES


BIG SKY COAL COMPANY

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance and Director
Walter L. Hawkins, Jr.

/S/ GEORGE J. SCHULLER, JR.		President and Director
George J. Schuller, Jr.

/S/ JOHN F. QUINN, JR.		Director
John F. Quinn, Jr.

II-29

SIGNATURES


BLACK HILLS MINING COMPANY, LLC

By:		PEABODY MIDWEST OPERATIONS, LLC its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARC E. HATHHORN		President
Marc E. Hathhorn

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-30

SIGNATURES


BTU WESTERN RESOURCES, INC.

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance and Director
Walter L. Hawkins, Jr.

/S/ GEORGE J. SCHULLER, JR.		Director
George J. Schuller, Jr.

/S/ SCOTT N. DURGIN		President and Director
Scott N. Durgin

II-31

SIGNATURES


CABALLO GRANDE, LLC

By:		PEABODY ELECTRICITY, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ SCOTT N. DURGIN		President
Scott N. Durgin

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-32

SIGNATURES


CASEYVILLE DOCK COMPANY, LLC

By:		PEABODY MIDWEST OPERATIONS, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARC E. HATHHORN		President
Marc E. Hathhorn

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-33

SIGNATURES


CENTRAL STATES COAL RESERVES OF ILLINOIS, LLC

By:		AMERICAN LAND HOLDINGS OF ILLINOIS, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-34

SIGNATURES


CENTRAL STATES COAL RESERVES OF INDIANA, LLC

By:		AMERICAN LAND HOLDINGS OF INDIANA, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-35

SIGNATURES


CENTURY MINERAL RESOURCES, INC.

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

/S/ TERRY L. BETHEL		Director
Terry L. Bethel

/S/ JOHN F. QUINN, JR.		Director
John F. Quinn, Jr.

II-36

Pick up here

SIGNATURES


COAL RESERVE HOLDING LIMITED LIABILITY COMPANY NO. 1,

By:		COTTONWOOD LAND COMPANY, its Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

By:		CENTRAL STATES COAL RESRVES OF ILLINOIS, LLC, its Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-37

SIGNATURES


COALSALES II, LLC

By:		PEABODY COALSALES, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ BRYAN A. GALLI		President
Bryan A. Galli

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-38

SIGNATURES


COLORADO YAMPA COAL COMPANY

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

/S/ CHARLES F. MEINTJES		President and Director
Charles F. Meintjes

/S/ JOHN F. QUINN, JR.		Director
John F. Quinn, Jr.

II-39

SIGNATURES


CONSERVANCY RESOURCES, LLC

By:		PEABODY INVESTMENTS CORP., its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-40

SIGNATURES


COTTONWOOD LAND COMPANY

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance and Director
Walter L. Hawkins, Jr.

/S/ TERRY L. BETHEL		Director
Terry L. Bethel

II-41

SIGNATURES


CYPRUS CREEK LAND COMPANY

By:		/S/ WALTER L. HAWKINS, JR
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance and Director
Walter L. Hawkins, Jr.

/S/ JAMES C. SEVEM		Director
James C. Sevem

/S/ TERRY L. BETHEL		Director
Terry L. Bethel

II-42

SIGNATURES


CYPRUS CREEK LAND RESOURCES, LLC

By:		AMERICAN LAND DEVELOPMENT, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-43

SIGNATURES


DYSON CREEK COAL COMPANY, LLC

By:		AMERICAN LAND DEVELOPMENT, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-44

SIGNATURES


DYSON CREEK MINING COMPANY, LLC

By:		PEABODY MIDWEST OPERATIONS, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARC E. HATHHORN		President
Marc E. Hathhorn

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-45

SIGNATURES


EL SEGUNDO COAL COMPANY, LLC

By:		NEW MEXICO COAL RESOURCES, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 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 Finance
Walter L. Hawkins, Jr.

II-46

SIGNATURES


ELKLAND HOLDINGS, LLC

By:		PEABODY HOLDING COMPANY, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ TERRY L. BETHEL		President
Terry L. Bethel

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-47

SIGNATURES


FALCON COAL COMPANY, LLC

By:		PEABODY MIDWEST MINING, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARC E. HATHHORN		President
Marc E. Hathhorn

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-48

SIGNATURES


GALLO FINANCE COMPANY

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L.Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 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 Finance and Director
Walter L. Hawkins, Jr.

/S/ JOHN F. QUINN, JR.		Director
John F. Quinn, Jr.

II-49

SIGNATURES


GOLD FIELDS CHILE, LLC

By:		GOLD FIELDS MINING, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-50

SIGNATURES


GOLD FIELDS MINING, LLC

By:		PEABODY INVESTMENTS CORP., its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-51

SIGNATURES


GOLD FIELDS ORTIZ, LLC

By:		GOLD FIELDS MINING, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-52

SIGNATURES


HAYDEN GULCH TERMINAL, LLC

By:		AMERICAN LAND HOLDINGS OF COLORADO, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES		President
Charles F. Meintjes

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-53

SIGNATURES


HIGHWALL MINING SERVICES COMPANY

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L.Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance and Director
Walter L. Hawkins, Jr.

/S/ JOHN F. QUINN, JR.		Director
John F. Quinn, Jr.

II-54

SIGNATURES


HILLSIDE RECREATIONAL LANDS, LLC

By:		AMERICAN LAND HOLDINGS OF ILLINOIS, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-55

SIGNATURES


HMC MINING, LLC

By:		PEABODY INVESTMENTS CORP., its sole member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-56

SIGNATURES


ILLINOIS LAND HOLDINGS, LLC

By:		AMERICAN LAND HOLDINGS OF ILLINOIS, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-57

SIGNATURES


INDEPENDENCE MATERIAL HANDLING, LLC

By:		AMERICAN LAND DEVELOPMENT, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-58

SIGNATURES


JAMES RIVER COAL TERMINAL, LLC

By:		PEABODY TERMINALS, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ BRYAN A. GALLI		President
Bryan A. Galli

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-59

SIGNATURES


JUNIPER COAL COMPANY

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

/S/ TERRY L. BETHEL		Director
Terry L. Bethel

/S/ JAMES C. SEVEM		Director
James C. Sevem

II-60

SIGNATURES


KAYENTA MOBILE HOME PARK, INC.

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 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 Finance
Walter L. Hawkins, Jr.

/S/ GEORGE J. SCHULLER, JR.		Director
George J. Schuller, Jr.

/S/ JOHN F. QUINN, JR.		Director
John F. Quinn, Jr.

II-61

SIGNATURES


KENTUCKY SYNGAS, LLC

By:		PEABODY ELECTRICITY, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARTIN D. CONSIDINE		President
Martin D. Considine

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-62

SIGNATURES


LIVELY GROVE ENERGY, LLC

By:		PEABODY ELECTRICITY, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 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 Finance
Walter L. Hawkins, Jr.

II-63

SIGNATURES


LIVELY GROVE ENERGY PARTNERS, LLC

By:		PEABODY ELECTRICITY, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES		President
Charles F. Meintjes

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-64

SIGNATURES


MARIGOLD ELECTRICITY, LLC

By:		PEABODY INVESTMENTS CORP., its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARTIN D. CONSIDINE		President
Martin D. Considine

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-65

SIGNATURES


MIDCO SUPPLY AND EQUIPMENT CORPORATION

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance and Director
Walter L. Hawkins, Jr.

/S/ JOHN F. QUINN, JR.		Director
John F. Quinn, Jr.

II-66

SIGNATURES


MIDWEST COAL ACQUISITION CORP.

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 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 Finance
Walter L. Hawkins, Jr.

/S/ MARC E. HATHHORN		Director
Marc E. Hathhorn

/S/ CHARLES F. MEINTJES		Director
Charles F. Meintjes

II-67

SIGNATURES


MIDWEST COAL RESERVES OF ILLINOIS, LLC

By:		AMERICAN LAND HOLDINGS OF ILLINOIS, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-68

SIGNATURES


MIDWEST COAL RESERVES OF INDIANA, LLC

By:		AMERICAN LAND HOLDINGS OF INDIANA, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-69

SIGNATURES


MOFFAT COUNTY MINING, LLC

By:		PEABODY COLORADO OPERATIONS, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES		President
Charles F. Meintjes

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-70

SIGNATURES


MUSTANG ENERGY COMPANY, LLC

By:		PEABODY ELECTRICITY, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARTIN D. CONSIDINE		President
Martin D. Considine

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-71

SIGNATURES


NEW MEXICO COAL RESOURCES, LLC

By:		PEABODY INVESTMENTS CORP.,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ GUY B. BROWN Guy B. Brown		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-72

SIGNATURES


PACIFIC EXPORT RESOURCES, LLC

By:		PEABODY INVESTMENTS CORP.,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ BRYAN A. GALLI Bryan A. Galli		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-73

SIGNATURES


PEABODY AMERICA, INC.

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ GUY B. BROWN Guy B. Brown		President and Director

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

/S/ GEORGE J. SCHULLER, JR. George J. Schuller, Jr.		Director

II-74

SIGNATURES


PEABODY ARCHVEYOR, L.L.C.

By		PEABODY INVESTMENTS CORP.,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-75

SIGNATURES


PEABODY ARCLAR MINING, LLC

By:		PEABODY MIDWEST MINING, LLC,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARC E. HATHHORN Marc E. Hathhorn		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-76

SIGNATURES


PEABODY BEAR RUN MINING, LLC

By:		PEABODY MIDWEST OPERATIONS, LLC,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARC E. HATHHORN Marc E. Hathhorn		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-77

SIGNATURES


PEABODY BEAR RUN SERVICES, LLC

By:		PEABODY MIDWEST SERVICES, LLC,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARC E. HATHHORN Marc E. Hathhorn		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-78

SIGNATURES


PEABODY CABALLO MINING, LLC

By:		PEABODY POWDER RIVER OPERATIONS,
		LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ SCOTT N. DURGIN Scott N. Durgin		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-79

SIGNATURES


PEABODY CARDINAL GASIFICATION, LLC

By:		PEABODY ELECTRICITY, LLC,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARTIN D. CONSIDINE Martin D. Considine		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-80

SIGNATURES


PEABODY COALSALES, LLC

By:		PEABODY INVESTMENTS CORP.,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ BRYAN A. GALLI Bryan A. Galli		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-81

SIGNATURES


PEABODY COALTRADE INTERNATIONAL (CTI), LLC

By:		PEABODY INVESTMENTS CORP., its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHRISTOPHER J. HAGEDORN Christopher J. Hagedorn		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-82

SIGNATURES


PEABODY COALTRADE, LLC

By:		PEABODY INVESTMENTS CORP., its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHRISTOPHER J. HAGEDORN Christopher J. Hagedorn		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-83

SIGNATURES


PEABODY COLORADO OPERATIONS, LLC

By:		PEABODY OPERATIONS HOLDING, LLC its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES Charles F. Meintjes		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-84

SIGNATURES


PEABODY COLORADO SERVICES, LLC

By:		PEABODY SERVICES HOLDINGS, LLC its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES Charles F. Meintjes		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-85

SIGNATURES


PEABODY COULTERVILLE MINING, LLC

By:		MIDWEST COAL ACQUISITION CORP., its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARC E. HATHHORN Marc E. Hathhorn		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-86

SIGNATURES


PEABODY DEVELOPMENT COMPANY, LLC

By:		PEABODY HOLDING COMPANY, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-87

SIGNATURES


PEABODY ELECTRICITY, LLC

By:		PEABODY INVESTMENTS CORP., its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARTIN D. CONSIDINE Martin D. Considine		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-88

SIGNATURES


PEABODY EMPLOYMENT SERVICES, LLC

By:		PEABODY INVESTMENTS CORP., its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ ANDREW P. SLENTZ Andrew P. Slentz		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-89

SIGNATURES


PEABODY ENERGY GENERATION HOLDING COMPANY

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARTIN D. CONSIDINE Martin D. Considine		President and Director

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance and Director

/S/ JOHN F. QUINN, JR. John F. Quinn, Jr.		Director

II-90

SIGNATURES


PEABODY ENERGY INVESTMENTS, INC.

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance and Director

/S/ MARTIN D. CONSIDINE Martin D. Considine		President and Director

/S/ JOHN F. QUINN, JR. John F. Quinn, Jr.		Director

II-91

SIGNATURES


PEABODY ENERGY SOLUTIONS, INC.

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ BRYAN A. GALLI Bryan A. Galli		President and Director

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance and Director

II-92

SIGNATURES


PEABODY GATEWAY NORTH MINING, LLC

By:		PEABODY MIDWEST OPERATIONS, LLC its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARC E. HATHHORN Marc E. Hathhorn		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-93

SIGNATURES


PEABODY GATEWAY SERVICES, LLC

By:		PEABODY MIDWEST SERVICES, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARC E. HATHHORN		President
Marc E. Hathhorn

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-94

SIGNATURES


PEABODY HOLDING COMPANY, LLC

By:		PEABODY INVESTMENTS CORP., its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ GREGORY H. BOYCE		President
Gregory H. Boyce

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance and Treasurer
Walter L. Hawkins, Jr.

II-95

SIGNATURES


PEABODY ILLINOIS SERVICES, LLC

By:		PEABODY MIDWEST SERVICES, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES		President
Charles F. Meintjes

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-96

SIGNATURES


PEABODY INDIANA SERVICES, LLC

By:		PEABODY MIDWEST SERVICES, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES		President
Charles F. Meintjes

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-97

SIGNATURES


PEABODY INTERNATIONAL INVESTMENTS, INC.

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance and Director
Walter L. Hawkins, Jr.

/S/ CHRISTOPHER J. HAGEDORN		Director
Christopher J. Hagedorn

/S/ JOHN F. QUINN, JR.		Director
John F. Quinn, Jr.

II-98

SIGNATURES


PEABODY INTERNATIONAL SERVICES, INC.

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ JOHN F. QUINN, JR. John F. Quinn, Jr.		Director

/S/ ANDREW P. SLENTZ Andrew P. Slentz		President and Director

II-99

SIGNATURES


PEABODY INVESTMENTS CORP.

By:		/S/ GREGORY H. BOYCE
		Gregory H. Boyce
		Chairman and Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ GREGORY H. BOYCE Gregory H. Boyce		Chairman, Chief Executive Officer and Director

/S/ MICHAEL C. CREWS Michael C. Crews		Executive Vice President and Chief Financial Officer

/S/ ERIC FORD Eric Ford		Director

II-100

SIGNATURES


PEABODY MAGNOLIA GROVE HOLDINGS, LLC

By:		PEABODY ELECTRICITY, LLC,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ GREGORY H. BOYCE Gregory H. Boyce		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance and Treasurer

II-101

SIGNATURES


PEABODY MIDWEST MANAGEMENT SERVICES, LLC

By:		PEABODY MIDWEST SERVICES, LLC
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES Charles F. Meintjes		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-102

SIGNATURES


PEABODY MIDWEST MINING, LLC

By:		PEABODY MIDWEST OPERATIONS, LLC
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARC E. HATHHORN Marc E. Hathhorn		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-103

SIGNATURES


PEABODY MIDWEST OPERATIONS, LLC

By:		PEABODY OPERATIONS HOLDING, LLC,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARC E. HATHHORN Marc E. Hathhorn		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-104

SIGNATURES


PEABODY MIDWEST SERVICES, LLC

By:		PEABODY SERVICES HOLDINGS, LLC,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES Charles F. Meintjes		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-105

SIGNATURES


PEABODY NATURAL GAS, LLC

By:		PEABODY INVESTMENTS CORP.,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ JEANE L. HULL Jeane L. Hull		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-106

SIGNATURES


PEABODY NATURAL RESOURCES COMPANY

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ GUY B. BROWN Guy B. Brown		President and Director

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

/S/ GEORGE J. SCHULLER, JR. George J. Schuller, Jr.		Director

/S/ JOHN F. QUINN, JR. John F. Quinn, Jr.		Director

II-107

SIGNATURES


PEABODY NEW MEXICO SERVICES, LLC

By:		NEW MEXICO COAL RESOURCES, LLC
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ GUY B. BROWN Guy B. Brown		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-108

SIGNATURES


PEABODY OPERATIONS HOLDING, LLC

By:		PEABODY INVESTMENTS CORP.,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ ERIC FORD Eric Ford		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-109

SIGNATURES


PEABODY POWDER RIVER MINING, LLC

By:		PEABODY POWDER RIVER OPERATIONS, LLC,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ SCOTT N. DURGIN		President
Scott N. Durgin

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-110

SIGNATURES


PEABODY POWDER RIVER OPERATIONS, LLC

By:		PEABODY OPERATIONS HOLDING, LLC,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ GEORGE J. SCHULLER, JR.		President
George J. Schuller, Jr.

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-111

SIGNATURES


PEABODY POWDER RIVER SERVICES, LLC

By:		PEABODY WYOMING SERVICES, LLC,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ GEORGE J. SCHULLER, JR.		President
George J. Schuller, Jr.

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-112

SIGNATURES


PEABODY POWERTREE INVESTMENTS, LLC

By:		PEABODY VENTURE FUND, LLC,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ FREDRICK D. PALMER		President
Fredrick D. Palmer

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-113

SIGNATURES


PEABODY RECREATIONAL LANDS, L.L.C.

By:		AMERICAN LAND DEVELOPMENT, LLC,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ TERRY L. BETHEL		President
Terry L. Bethel

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-114

SIGNATURES


PEABODY ROCKY MOUNTAIN MANAGEMENT SERVICES, LLC

By:		PEABODY COLORADO SERVICES, LLC,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES		President
Charles F. Meintjes

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-115

SIGNATURES


PEABODY ROCKY MOUNTAIN SERVICES, LLC

By:		PEABODY COLORADO SERVICES, LLC,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES		President
Charles F. Meintjes

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-116

SIGNATURES


PEABODY SAGE CREEK MINING, LLC

By:		PEABODY COLORADO OPERATIONS, LLC,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES		President
Charles F. Meintjes

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-117

SIGNATURES


PEABODY SCHOOL CREEK MINING, LLC

By:		PEABODY POWDER RIVER OPERATIONS, LLC,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ SCOTT N. DURGIN		President
Scott N. Durgin

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-118

SIGNATURES


PEABODY SERVICES HOLDINGS, LLC

By:		PEABODY INVESTMENTS CORP.,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ SHARON D. FIEHLER		President
Sharon D. Fiehler

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-119

SIGNATURES


PEABODY SOUTHWEST, LLC

By:		PEABODY NATURAL GAS, LLC,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-120

SIGNATURES


PEABODY SOUTHWESTERN COAL COMPANY

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ GUY B. BROWN Guy B. Brown		President and Director


/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance


/S/ GEORGE J. SCHULLER, JR. George J. Schuller, Jr.		Director

II-121

SIGNATURES


PEABODY TERMINAL HOLDING COMPANY, INC.

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ BRYAN A. GALLI Bryan A. Galli		President and Director


/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance and Director


/S/ JOHN F. QUINN, JR. John F. Quinn, Jr.		Director

II-122

SIGNATURES


PEABODY TERMINALS, LLC

By:		PEABODY TERMINAL HOLDING COMPANY, INC., its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ BRYAN A. GALLI Bryan A. Galli		President

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.		Senior Vice President Finance

II-123

SIGNATURES


PEABODY TWENTYMILE MINING, LLC

By:		PEABODY COLORADO OPERATIONS, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES Charles F. Meintjes		President


/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-124

SIGNATURES


PEABODY VENEZUELA COAL CORP.

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance and Director

/S/ JOHN F. QUINN, JR. John F. Quinn, Jr.		Director

II-125

SIGNATURES


PEABODY VENTURE FUND, LLC

By:		PEABODY INVESTMENTS CORP., its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ FREDRICK D. PALMER Fredrick D. Palmer		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-126

SIGNATURES


PEABODY-WATERSIDE DEVELOPMENT, L.L.C.

By:		AMERICAN LAND DEVELOPMENT, LLC, its Sole Member
By:		AMERICAN LAND DEVELOPMENT, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ TERRY L. BETHEL Terry L. Bethel		President


/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-127

SIGNATURES


PEABODY WESTERN COAL COMPANY

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ GUY B. BROWN Guy B. Brown		President and Director


/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance


/S/ GEORGE J. SCHULLER, JR. George J. Schuller, Jr.		Director

II-128

SIGNATURES


PEABODY WILD BOAR MINING, LLC

By:		PEABODY MIDWEST OPERATIONS, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES Charles F. Meintjes		President


/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-129

SIGNATURES


PEABODY WILD BOAR SERVICES, LLC

By:		PEABODY MIDWEST SERVICES, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr.
		Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES		President
Charles F. Meintjes		President

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.		Senior Vice President Finance

II-130

SIGNATURES


PEABODY WILLIAMS FORK MINING, LLC

By:		PEABODY COLORADO OPERATIONS, LLC,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES Charles F. Meintjes		President

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-131

SIGNATURES


PEABODY WYOMING GAS, LLC

By:		PEABODY NATURAL GAS, LLC,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ GEORGE J. SCHULLER, JR.		President
George J. Schuller, Jr.

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-132

SIGNATURES


PEABODY WYOMING SERVICES, LLC

By:		PEABODY SERVICES HOLDING, LLC,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ GEORGE J. SCHULLER, JR.		President
George J. Schuller, Jr.

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-133

SIGNATURES


PEC EQUIPMENT COMPANY, LLC

By:		PEABODY INVESTMENTS CORP.,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-134

SIGNATURES


POINT PLEASANT DOCK COMPANY, LLC

By:		PEABODY MIDWEST OPERATIONS, LLC,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-135

SIGNATURES


POND RIVER LAND COMPANY

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ TERRY L. BETHEL		Director
Terry L. Bethel

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance and Director
Walter L. Hawkins, Jr.

/S/ JAMES C. SEVEM		Director
James C. Sevem

II-136

SIGNATURES


PORCUPINE PRODUCTION, LLC

By:		PEABODY INVESTMENTS, CORP.,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-137

SIGNATURES


PORCUPINE TRANSPORTATION, LLC

By:		PEABODY INVESTMENTS, CORP.,
		its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-138

SIGNATURES


RIVERVIEW TERMINAL COMPANY

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ BRYAN A. GALLI		President and Director
Bryan A. Galli

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance and Director
Walter L. Hawkins, Jr.

/S/ JOHN F. QUINN, JR.		Director
John F. Quinn, Jr.

II-139

SIGNATURES


SAGE CREEK HOLDINGS, LLC

By:		AMERICAN LAND HOLDINGS OF COLORADO, LLC, its Sole Member

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ WALTER L. HAWKINS, JR.		Senior Vice President Finance
Walter L. Hawkins, Jr.

II-140

SIGNATURES


SCHOOL CREEK COAL RESOURCES, LLC

By:		PEABODY POWDER RIVER OPERATIONS, LLC,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ GEORGE J. SCHULLER, JR. George J. Schuller, Jr.		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-141

SIGNATURES


SENECA COAL COMPANY, LLC

By:		PEABODY COLORADO OPERATIONS,LLC,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES Charles F. Meintjes		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-142

SIGNATURES


SHOSHONE COAL CORPORATION

By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ TERRY L. BETHEL Terry L. Bethel		Director

/S/ CHARLES F. MEINTJES Charles F. Meintjes		President and Director

II-143

SIGNATURES


STAR LAKE ENERGY COMPANY, L.L.C.

By:		PEABODY ELECTRICITY, LLC,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARTIN D. CONSIDINE Martin D. Considine		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-144

SIGNATURES


SUGAR CAMP PROPERTIES, LLC

By:		PEABODY MIDWEST MINING, LLC,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ MARC E. HATHHORN Marc E. Hathhorn		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-145

SIGNATURES


THOROUGHBRED GENERATING COMPANY, LLC

By:		PEABODY ELECTRICITY, LLC,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ DIANNA K. TICKNER Dianna K. Tickner		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-146

SIGNATURES


THOROUGHBRED MINING COMPANY, L.L.C.

By:		PEABODY ELECTRICITY, LLC,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ DIANNA K. TICKNER Dianna K. Tickner		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-147

SIGNATURES


TWENTYMILE COAL, LLC

By:		AMERICAN LAND HOLDINGS OF COLORADO,LLC, LLC, its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ CHARLES F. MEINTJES Charles F. Meintjes		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-148

SIGNATURES


WEST ROUNDUP RESOURCES, LLC

By:		PEABODY POWDER RIVER OPERATIONS, LLC,
		its Sole Member



By:		/S/ WALTER L. HAWKINS, JR.
		Walter L. Hawkins, Jr. Senior Vice President Finance

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 3^rd day of August, 2012 by the following persons in the capacities indicated:


Signature		Title

/S/ SCOTT N. DURGIN Scott N. Durgin		President

/S/ WALTER L. HAWKINS, JR. Walter L. Hawkins, Jr.		Senior Vice President Finance

II-149

EX-3.3 2 d358187dex33.htm EX-3.3 EX-3.3

Exhibit 3.3

CERTIFICATE OF FORMATION

AMERICAN LAND DEVELOPMENT, LLC

The name of the limited liability company is American Land Development, LLC.

The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of American Land Development, LLC this 27^th day of June 2005.


By:		/s/ Bryan L. Sutter
		Authorized Person

Name:		Bryan L. Sutter

EX-3.4 3 d358187dex34.htm EX-3.4 EX-3.4

Exhibit 3.4

LIMITED LIABILITY COMPANY AGREEMENT OF

AMERICAN LAND DEVELOPMENT, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of American Land Development, LLC, (the “LLC”), is dated as of June 27, 2005 and made by Peabody Investments Corp., a Delaware Corporation (the “Member”).

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (the “Delaware LLC Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State on June 27, 2005; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	LLC FORMATION, NAME, PLACE OF BUSINESS

1.1 Formation of LLC; Certificate of Formation

The Member of the LLC hereby acknowledges the formation of the LLC as a limited liability company pursuant to the Delaware LLC Act by virtue of the filing of a Certificate of Formation with the Delaware Secretary of State on June 27, 2005; and

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “American Land Development, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Member promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

The LLC’s principal place of business shall be St. Louis, Missouri. The Member may establish and maintain such other offices and additional places of business of the LLC, either within or without the State of Delaware, or close any office or place of business of the LLC, as he or she deems appropriate.

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be (i) to invest in, develop and/or operate various power generating facilities, coal mines and other energy-related concerns, (ii) to undertake any lawful transactions and engage in any lawful activity incidental to or in furtherance of the foregoing purpose or otherwise related to the energy business; and (iii) as agreed by the Member, to engage in any other lawful business, purpose or activity permitted by the Delaware LLC Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

The LLC commenced on the date upon which the Certificate of Formation was duly filed with the Delaware Secretary of State and shall continue until the dissolution of the LLC as provided by the Delaware LLC Act.

4.	LIABILITY OF MEMBER

Except as otherwise provided in the Delaware LLC Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC, and neither the Member nor any director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member shall be obligated personally for any such debt, obligation or liability of the LLC solely by reason of being a member or a member or a director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member. The failure of the LLC to observe any formalities or requirements relating to the exercise of its power or management of its business or affairs under the Delaware LLC Act or this Agreement shall not be grounds for imposing personal liability on the Member, or any director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member for liabilities of the LLC.

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2 No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.4 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive, and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

7.	INDEMNIFICATION

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, Manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits, or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence, or willful misconduct.

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) or the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or as approved by the Member, as a matter of law or equity, or otherwise, both as to an action in such Indemnitee’s capacity as the Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns, and administrators of the Indemnitee.

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7 except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution or within a reasonable time after notice of such Claim from an Indemnitee, the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise, or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

Upon dissolution, the LLC shall cease carrying on its business but shall not terminate until the winding up of the affairs of the LLC is completed, the assets of the LLC shall have been distributed as provided below and a Certificate of Cancellation of the LLC under the Delaware LLC Act has been filed with the Secretary of State of the State of Delaware.

8.2 Liquidation Upon Dissolution

Upon the dissolution of the LLC, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested in the Member, which shall have full power and authority to sell, assign and encumber any and all of the LLC’s assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority:

(i) first, to the creditors of the LLC, which may include the Member as a creditor, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the LLC (or any nature whatsoever, including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provisions for payment thereof; and

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

The winding up of the LLC shall be completed when all of its debts, liabilities and obligations have been paid and discharged or reasonably adequate provisions therefor has been made, and all of the remaining property and assets of the LLC have been distributed to the Member. Upon the completion of the winding up of the LLC, a Certificate of Cancellation of the LLC shall be filed with the Delaware Secretary of State.

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY INVESTMENTS CORP.

By:		/s/ Walter L. Hawkins, Jr.
Name:		Walter L. Hawkins, Jr.
Title:		VP & Treasurer

EX-3.5 4 d358187dex35.htm EX-3.5 EX-3.5

Exhibit 3.5

CERTIFICATE OF FORMATION

AMERICAN LAND HOLDINGS OF COLORADO, LLC

The name of the limited liability company is American Land Holdings of Colorado, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.

By:

/s/ Edward L. Sullivan

Edward L. Sullivan

Authorized Person

EX-3.6 5 d358187dex36.htm EX-3.6 EX-3.6

Exhibit 3.6

LIMITED LIABILITY COMPANY AGREEMENT OF

AMERICAN LAND HOLDINGS OF COLORADO, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of American Land Holdings of Colorado, LLC (the “LLC”), dated as of December 31, 2008, is made by American Land Development, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (the “Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State on November 14, 2008;

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be American Land Holdings of Colorado, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

Except as otherwise provided in the Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC, and neither the Member nor any director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member shall be obligated personally for any such debt, obligation or liability of the LLC solely by reason of being a member or a director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member. The failure of the LLC to observe any formalities or requirements relating to the exercise of its power or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, or any director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member for liabilities of the LLC.

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

a. Appointments. The officers of the LLC shall be chosen by the Member and shall consist of at least a President, one or more Vice Presidents, a Secretary and a Treasurer. Any number of offices may be held by the same person, except that the same person shall not be President and Vice President or President and Secretary. The Member may appoint such other officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. The compensation of all officers and agents of the LLC shall be fixed by or in the manner prescribed by the Member. The officers of the LLC shall hold office until their successors are chosen and qualified, or until their earlier death, resignation or removal. Any officer elected or appointed by the Member may be removed at any time, with or without cause, by the Member. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the LLC shall be filled by the Member.

b. President. The President shall be the chief executive officer of the LLC, and shall be responsible for the general and active management of the business of the LLC and shall see that all orders and resolutions of the Member are carried into effect, and shall perform such other duties and have such other powers as the Member may from time to time prescribe.

c. Vice Presidents. In the absence of the President or in the event of the President’s inability to act, the Vice Presidents, if any (and in the event there be more than one Vice President, the Vice Presidents in the order designated by the Member, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Member may from time to time prescribe.

d. Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the LLC. The Secretary shall attend all meetings of the Member, and record all the proceedings of the meetings of the Member in a book to be kept for that purpose and shall perform like duties for the standing committees, if any, when required. The Secretary shall give, or cause to be given, notice of all meetings of the Member, and shall perform such other duties as may be prescribed by the Member or the President, under whose supervision the Secretary shall serve.

e. Treasurer. The Treasurer shall have the custody of the LLC funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the LLC and shall deposit all moneys and other valuable effects in the name and to the credit of the LLC in such depositories as may be designated by the Member. The Treasurer shall disburse the funds of the LLC as may be ordered by the Member, taking proper vouchers for such disbursements, and shall render to the Member, at its regular meetings or when the Member so requires, an account of all of the Treasurer’s transactions and of the financial condition of the LLC.

f. Officers as Agents. The officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member not inconsistent with this Agreement, are agents of the LLC for the purpose of the LLC’s business, and, the actions of the officers taken in accordance with such powers shall bind the LLC.

g. Duties of Officers. Except to the extent otherwise provided herein, each officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

7.	INDEMNIFICATION

7.1. Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The provisions of this Section 7 shall be deemed to be a contract between the LLC and the Member and between the LLC and each director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or of the Member who serves in such capacity at any time while this Section 7 and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any Claim then or theretofore existing, or any Claim thereafter brought or threatened based in whole or in part on any such state of facts.

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

Except as specifically provided in Section 7.3, the provisions of this Section 7 are for the benefit of the Indemnitees only, and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

Upon dissolution, the LLC shall cease carrying on its business but shall not terminate until the winding up of the affairs of the LLC is completed, the assets of the LLC have been distributed as provided below and a Certificate of Cancellation of the LLC under the Act has been filed with the Secretary of State of the State of Delaware.

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

The winding up of the LLC shall be completed when all of its debts, liabilities and obligations have been paid and discharged or reasonably adequate provisions therefore has been made, and all of the remaining property and assets of the LLC have been distributed to the Member. Upon the completion of the winding up of the LLC, a Certificate of Cancellation of the LLC shall be filed with the Delaware Secretary of State.

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


American Land Development, LLC

By:		/s/ John F. Quinn, Jr.
Name:		John F. Quinn, Jr.
Its:		Vice President

Being the Sole Member of American Land Holdings of Colorado, LLC

EX-3.7 6 d358187dex37.htm EX-3.7 EX-3.7

Exhibit 3.7

CERTIFICATE OF FORMATION

PG INVESTMENTS THREE, L.L.C.

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter the “limited liability company”) is PG Investments Three, L.L.C.

SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of PG Investments Three, L.L.C. this 25th day of August, 2000.

/s/ David F. Hannan

David F. Hannan

Authorized Person

CERTIFICATE OF AMENDMENT

CERTIFICATE OF FORMATION

PG INVESTMENTS THREE, L.L.C.

The name of the limited liability company is PG Investments Three, L.L.C.

The Certificate of Formation of the limited liability company is hereby amended as follows: the FIRST Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

“FIRST: The name of the limited liability company is American Land Holdings of Illinois, LLC”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Formation of PG Investments Three, L.L.C. this 25th day of August 2005.


PG INVESTMENTS THREE, L.L.C.

	By:	/s/ Joseph W. Bean
	Joseph W. Bean, Authorized Person

EX-3.8 7 d358187dex38.htm EX-3.8 EX-3.8

Exhibit 3.8

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

AMERICAN LAND HOLDINGS OF ILLLINOIS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of American Land Holdings of Illinois, LLC (“LLC”), dated as of August 25, 2005, is made by Peabody Investments Corp. (the “Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the name PG INVESTMENTS THREE, L.L.C. under the Delaware Limited Liability Company Act (the “Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State on August 25, 2000;

WHEREAS, the name of the LLC was changed from PG INVESTMENTS THREE, L.L.C. to American Land Holdings of Illinois, LLC pursuant to a Certificate of Amendment of the Certificate of Formation of PG INVESTMENTS THREE, L.L.C. filed with the Delaware Secretary of State on August 25, 2005; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Name Change

The Member hereby acknowledges the formation of the LLC as a limited liability company pursuant to the Act by virtue of the filing of a Certificate of Formation with the Delaware Secretary of State on August 25, 2000, and the change of the LLC’s name from PG INVESTMENTS THREE, L.L.C. to American Land Holdings of Illinois, LLC pursuant to a Certificate of Amendment of the Certificate of Formation of PG INVESTMENTS THREE, L.L.C. filed with the Delaware Secretary of State on August 25, 2005.

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be American Land Holdings of Illinois, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record

any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

the funds of the LLC as may be ordered by the Member, taking proper vouchers for such disbursements, and shall render to the Member, at its regular meetings or when the Member so requires, an account of all of the Treasurer’s transactions and of the financial condition of the LLC.

7.	INDEMNIFICATION

7.1 Indemnification

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or as approved by the Member, as a matter of law or equity, or otherwise, both as to an action in such lndemnitee’s capacity as the Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY INVESTMENTS CORP.

By:		/s/ J. F. Quinn
Name:		J.F. Quinn
Title:		VP

EX-3.9 8 d358187dex39.htm EX-3.9 EX-3.9

Exhibit 3.9

CERTIFICATE OF FORMATION

AMERICAN LAND HOLDINGS OF INDIANA, LLC

1. The name of the limited liability company is American Land Holdings of Indiana, LLC.

2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street. Wilmington, New Castle County Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of American Land Holdings of Indiana, LLC this 8^th day of March, 2005

/s/ Joseph W. Bean

Joseph W. Bean

Vice President and Associate General Counsel Peabody Energy Corp.

EX-3.10 9 d358187dex310.htm EX-3.10 EX-3.10

Exhibit 3.10

LIMITED LIABILITY COMPANY AGREEMENT

AMERICAN LAND HOLDINGS OF INDIANA, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of AMERICAN LAND HOLDINGS OF INDIANA, LLC, (the “LLC”) is dated as of March 10, 2005 and made by Peabody Investments Corp., a Delaware Corporation (the “Member”).

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	LLC FORMATION, NAME, PLACE OF BUSINESS

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “American Land Holdings of Indiana, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Manager designated pursuant to the terms of this Agreement promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as such Manager determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

The LLC’s principal place of business shall be 701 Market Street, Suite 700, St. Louis, MO 63101. The Manager may establish and maintain such other offices and additional places of business of the LLC, either within or without the State of Delaware, or close any office or place of business of the LLC, as he or she deems appropriate.

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Manager may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be (i) to acquire, buy, hold, lease or sell real property and mineral interests and to undertake any lawful transactions and engage in any lawful activity incidental to or in furtherance of the foregoing purpose or otherwise related to the business; and (iii) as agreed by the Member, to engage in any other lawful business, purpose or activity permitted by the Delaware LLC Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

4.	LIABILITY OF MEMBER AND MANAGER

controlling person or agent of the LLC or the Member shall be obligated personally for any such debt, obligation or liability of the LLC solely by reason of being a member or a manager, director, officer, employee, shareholder, controlling person or agent of the LLC or the Member. The failure of the LLC to observe any formalities or requirements relating to the exercise of its power or management of its business or affairs under the Delaware LLC Act or this Agreement shall not be grounds for imposing personal liability on the Member, the Manager, or any director, officer, employee, shareholder, controlling person or agent of the LLC or the Member for liabilities of the LLC.

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2 No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.4 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business affairs of the LLC shall be managed and controlled by the Member, and the Member shall have fully, exclusive, and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the member deems necessary or appropriate to accomplish the purposes of the LLC; and any action taken by the Member shall be binding on the LLC.

7.	INDEMNIFICATION OF MEMBER, MANAGER REPRESENTATIVES, COMMITTEE MEMBERS AND EMPLOYEES

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, the Manager and each director, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits, or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or Manager or a director, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence, or willful misconduct.

7.2 Expenses

7.3 Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or as approved by the Member, as a matter of law or equity, or otherwise, both as to an action in such Indemnitee’s capacity as the Member or Manager or as a director, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns, and administrators of the Indemnitee.

7.4 Notice

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution or within a reasonable time after notice of such Claim from an Indemnitee, the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise, or settlement of such Claim, by counsel or other representatiVes of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the lndennnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7 Insurance

The LLC may purchase and maintain insurance of a kind normal and customary in the industry in which the LLC conducts business on behalf of any

Indemnitee against any liability asserted against an Indemnitee and incurred by an Indemnitee in such capacity, or arising out of such Indemnitee’s status as aforesaid, whether or not the LLC would have the power to indemnify such Indemnitee against such liability under this Section 7.

8.	DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

Upon the dissolution of the LLC, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested in the Manager, which shall have full power and authority to sell, assign and encumber any and all of the LLC’s assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority:

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

The winding up of the LLC shall be completed when all of its debts, liabilities, and obligations have been paid and discharged or reasonably adequate provisions therefor has been made, and all of the remaining property and assets of the LLC have been distributed to the Member. Upon the completion of the winding up of the LLC, a Certificate of Cancellation of the LLC shall be filed with the Delaware Secretary of State.

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY INVESTMENTS CORP. The Sole Member of AMERICAN LAND HOLDINGS OF INDIANA, LLC

By:		/s/ Jeffery L. Klinger
Name: Jeffery L. Klinger
Title: Vice President

EX-3.11 10 d358187dex311.htm EX-3.11 EX-3.11

Exhibit 3.11

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF FORMATION

BTU VENEZUELA LLC

The name of the limited liability company is BTU Venezuela LLC.

The Certificate of Formation of the limited liability company is hereby amended as follows: the FIRST Article of the Certificate of Formation Is deleted in its entirety and the following is substituted in its place:

“FIRST: The name of the limited liability company is American Land Holdings of Kentucky, LLC”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Formation of BTU Venezuela LLC this 23rd day of September 2005.


PEABODY INVESTMENTS CORP.

By:		/s/ Joseph W. Bean
Joseph W. Bean, Authorized Person

CERTIFICATE OF FORMATION

BTU VENEZUELA LLC

The name of the limited liability company is:

BTU VENEZUELA LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of formation shall be effective on January 28, 2004.

IN WETNESS WHEREOF, the undersigned has executed this Certificate of Formation of BTU Venezuela LLC this 26th day of January, 2004.


/s/ Jeffery L. Klinger
Jeffery L. Klinger, Esquire

EX-3.12 11 d358187dex312.htm EX-3.12 EX-3.12

Exhibit 3.12

LIMITED LIABILITY COMPANY AGREEMENT OF

AMERICAN LAND HOLDINGS OF KENTUCKY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of AMERICAN LAND HOLDINGS OF KENTUCKY, LLC (“LLC”), dated as of September 13, 2006, is made by American Land Development, LLC (“Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (“Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State on January 28, 2004 and a Certificate of Amendment of Certificate of Formation filed with the Delaware Secretary of State on September 23, 2005; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be American Land Holdings of Kentucky, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF MEMBER

officer, employee, shareholder, controlling person or agent of the LLC or the Member. The failure of the LLC to observe any formalities or requirements relating to the exercise of its power or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, or any director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member for liabilities of the LLC.

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1 Member Management

Except as othenNise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. The compensation of all officers and agents of the LLC shall be fixed by or in the manner prescribed by the Member. The officers of the LLC shall hold office until their successors are chosen and qualified, or until their earlier death, resignation or removal. Any officer elected or appointed by the Member may be removed at any time, with or without cause, by the Member. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the LLC shall be filled by the Member.

7.	INDEMNIFICATION

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, if such lndemnitee 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no lndemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

AMERICAN LAND DEVELOPMENT, LLC

/s/ John F. Quinn, Jr.

By John F. Quinn, Jr.

Its: Vice President

Being the Sole Member of

American Land Holdings of Kentucky, LLC

EX-3.13 12 d358187dex313.htm EX-3.13 EX-3.13

Exhibit 3.13

CERTIFICATE OF FORMATION

APPALACHIAN BASIN OIL & GAS, LLC

The name of the limited liability company is Appalachian Basin Oil & Gas, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 13th day of October 2006.


By:		/s/ Jeffery L. Klinger
		Jeffery L. Klinger, Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

APPALACHIAN BASIN OIL & GAS, LLC

The name of the limited liability company is:

Appalachian Basin Oil & Gas, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is American Land Holdings of West Virginia, LLC.”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 17^th day of August, 2007.

Peabody Natural Gas, LLC,

its Sole Member

/s/ John F. Quinn, Jr.

By: John F. Quinn, Jr.

Its: Vice Prsident

EX-3.14 13 d358187dex314.htm EX-3.14 EX-3.14

Exhibit 3.14

LIMITED LIABILITY COMPANY AGREEMENT OF

APPALACHIAN BASIN OIL & GAS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Appalachian Basin Oil & Gas, LLC (the “LLC”), dated as of October 13, 2006, is made by Peabody Natural Gas, LLC (the “Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Appalachian Basin Oil & Gas, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. The compensation of all officers and agents of the LLC shall be fixed by or in the manner prescribed by the Member. The officers of the LLC shall hold office until their successors are chosen and qualified, or until their earlier death, resignation or removal. Any officer elected or appointed by the Member may be removed at any time, with or without cause, by the Member. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the LLC shall be filled by the Member.

7.	INDEMNIFICATION

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the lndemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such lndemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or as approved by the Member, as a matter of law or equity, or otherwise, both as to an action in such Indemnitee’s capacity as the Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as^.to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

Peabody Natural Gas, LLC,

the Sole Member

/s/ Walter L. Hawkins, Jr.

By: Walter L. Hawkins, Jr.

Its: Vice President & Treasurer

EX-3.17 14 d358187dex317.htm EX-3.17 EX-3.17

Exhibit 3.17


FORM BCA-47		Date Paid 1-27-82

Initial License Fee $ .50

Franchise Tax $ 37.50

ARTICLES OF INCORPORATION Filing Fee $

TO: ALAN J. DIXON, Secretary of State Clerk /s/

The name and address of the incorporators are as follows:

Name

Number

Street

Citi,

State

Zit) Code

Robert C. Wilson

Sixth Floor

Harrisburg National

Bank Bldg.

Harrisburg

62946

The above named incorporators, being one or more natural persons of the age of twenty-one years or more or a corporation, and having subscribed to the shares of the corporation to be organized pursuant hereto, for the purpose of forming a corporation under “The Business Corporation Act” of the State of Illinois, do hereby adopt the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation hereby incorporated is: ARCLAR COMPANY

ARTICLE TWO

The name and address of the initial registered agent and registered office are:

Registered agent Robert C. Wilson

Registered office Sixth Floor, Harrisburg National Bank Bldg.

City, Zip code, County Harrisburg, Illinois 62946 Saline

ARTICLE THREE

The duration of the corporation is X perpetual OR year

ARTICLE FOUR

The purposes for which the corporation is organized are:

Buy, sell, lease and develop real estate. Engage in mining, exploration, drilling and development of mineral deposits. Buy, sell, lease and construct machinery and equipment for mining.

ARTICLE FIVE

Paragraph 1: The class, number of shares, the par value, if any, of each class which the corporation is authorized to issue, the number the corporation proposes to issue without further report to the Secretary of State, and the consideration (expressed in dollars) to be received by the corporation therefor, are:


Class	Series	Par or no par	Number of shares authorized	Number of shares to be issued	Total Consideration to be received therefore
	Common N/A	No Par	1.000	100	1,000.00

				Total	$1,000.00

Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class a:

N/A

ARTICLE SIX

The corporation will not commence business until at least one thousand dollars has been received as consideration for the issuance of shares.

ARTICLE SEVEN

The number of directors to be elected at the first meeting of the shareholders is 5.

ARTICLE EIGHT

Paragraph 1: It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be

Paragraph 2: It is estimated that the value of the property to be located within the State of Illinois during the following year will be $

Paragraph 3: It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be $

Paragraph 4: It is estimated that the gross amount of business which will be transacted at or from places of business in the State of Illinois during the following year will be $ .

NOTE: If all the property of the corporation is to be located in this State and all of its business is to be transacted at or from places of business in this State, or if the incorporators elect to pay the initial franchise tax on the basis of its entire stated capital and paid-in surplus, then the information called for in Article Eight need not be stated. The basis for computation of franchise taxes payable by domestic corporations is set forth in Section 132 of the Business Corporation Act.

Signature of Incorporators

/s/ Robert C. Wilson

Robert C. Wilson

As an incorporator, I declare that this document has be examined by me and is, to the best of my knowledge and belief, true, correct and complete.

RETURN TO:

Corporation Department

Secretary of State

Springfield, Illinois 62⁷56

Telephone (217) 71124880

File Number 5263-245-5

LOGO

Whereas^,

ARTICLES OF MERGER OF

ARCLAR COMPANY

INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.


		File # 5263-245
*Remit payment in check or Money* *Order, payable to “Secretary of* *State”:*	JIM EDGAR Secretary of State State of Illinois	This Space for Use By Secretary of State
*DO NOT SEND CASH!*	ARTICLES OF MERGER, CONSOUDATION, EXCHANGE	Date 12-28-89
*Mins Fee is $104 but if merger or con-* *solidation of more than 2 corporations* *$50 for each additional corporation.*	FILED DEC 28, 1989	Filing Fee $150.000 Clerk [ILLEGIBLE]

JIM EDGAR

Secretary of State

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned corporation hereby adopt(s) the following Articles of Merger, Consolidation or Exchange. (Strike Inapplicable words)


1. The names of the corporations proposing to	merge consolidate exchange shares	and the State or Country of their incorporation;
Name of Corporation		State or Country of Incorporation

Arclar Company		Illinois

Willard Q. Corp.		Illinois

Tek-Bar Industries. Inc.		Illinois

2.	The laws of the State or Country under which each corporation is incorporated permit such merger, consolidation or exchange.

3.	The name of the surviving corporation is Arclar Company and it shall be governed by the laws of Illinois.

1.	The plan of ~~consolidation~~ merger is as follows:

If not sufficient space to enter this point, add one or more sheets of this size

JAN 2 1990

5. The plan of merger ~~consolidation exchange~~ was approved, (a) as to each corporation not organized in Illinois in compliance with tho laws of the state under which organized, and (b) each Illinois corporation, as follows:

(Only “X” one bar for each corporation)


Name of Corporation	By the shareholders, a resolution of the board of directors having been duty adopted and submitted to a vote at a meetinp of shareholders. Not less than care minimum number of votes required by statute and by the articles of Incorporation voted in favor of the action taken. (§ 11.20	By written consent of the shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with § 7.10. (§ 11.20)	By written consent of all of the share holders entitled to vote on the action, in accordance with § 7.10 & § 11.20

Arclar Company			X

Willard G. Corp.			X

Tek-Bar Industries			X

6. (Not applicable it surviving, new or acquiring corporation is an Illinois corporation)

It is agreed that, upon and after the filing of a certificate of merger, consolidation or exchange by the Secretary of State of the State of Illinois:

The surviving, new or acquiring corporation may be served with process in the State of Illinois in any proceeding for the enforcement of any obligation of any corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange and in any proceeding for the enforcement of the rights of dissenting shareholder of any such corporation organized under the laws of the State of Illinois against the surviving, new or acquiring corporation.

The Secretary of State of the State of Illinois shall be and hereby is irrevocably appointed as the agent of the surviving, new or acquiring corporation to accept service of process in any such proceeding, and

The surviving, new, or acquiring corporation will promptly pay to the dissenting shareholders of any corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or

exchange the amount, if any, to which they shall be entitled under the provisions of “The Business Corporation Act of 1953” of the State of Illinois with respect to the rights of dissenting shareholders,

(Complete this item if reporting a merger under S 11.30 —90% owner/ subsidiary provisions.)

The number of outstanding shares of each ciass of each merging subsidiary (denomination and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent corporation, are:


Name of Corporation	Total Number of Shares	Number of Shares of Each Class
	Outstanding of Each Class	owned Immediately Prior to
		Merger by the Parent Corporation
Number of

The date of mailing a copy of the plan of merger and notice of the right to dissent to the shareholders of each merging subsidiary corporation was , 19 Was written consent for the merger or written waiver of the 30 day period by the holders of all the outstanding shares of all subsidiary corporations received? 0 Yes 0 No

(If the answer is “No”: the duplicate copies of the Articles of Merger may not be delivered to the Secretary of State until after 30 days following the mailing of a copy of the plan of merger and of the notice of the right to dissent to the shareholders of each merging subsidiary corporation.)

The undersigned corporation has caused these articles to be signed by its duly authorized officers, each of whom affirm, under penalties of perjury, that the facts staled herein are true,


Dated December 26, 1989		Arclar Company
attested by /s/ Elizabeth J. Franks	by	/s/ Willard G. Franks
(Elizabeth J. Franks, Secretary)		Willard G. Franks, President

PLAN AND AGREEMENT OF MERGER

This Plan and Agreement of Merger dated December 27, 1989, between Willard G. Corp., a corporation duly organized and existing under laws of State of Illinois, Tek-Bar Industries, Inc, a corporation duly organized and existing under the laws of the State of Illinois, aad Arclar Company (hereinafter sometimes referred to as the “surviving corporation”), a corporation duly organized and existing under laws of the State of Illinois, both hereinafter sometimes called “constituent companies” or “constituent corporations”,

WITNESSETH:

WHEREAS, the authorized capital stock of Willard G. Corp. consists of 1,000 shares of common stock, without par value, of which 100 shares are now issued and outstanding and owned by Willard G. Franks and Elizabeth J. Franks as tenants in common; and

WHEREAS, the authorized capital stock of Teas- Bar Industries, Inc. consists ,r)f 1,000 shares of common stock, without par value, of which 100 shares are now issued and outstanding and owned by


Thomas W. Franks			40
Kimberly Franks Matthews			40
Danny W. Bailey			10
George J. Pearson			5
Robert C. Wilson			5

WHEREAS, the authorized capital stock of Arclar Company consists of 1,000 shares of common stock, without par value, of which 100 shares are now issued and outstanding and owned by Willard G. Franks and Elizabeth J. Franks as joint tenants with rights of survivorship; and

WHEREAS, the board of directors of eaeh of the constituent corporations deem it advisable and to the advantage and welfare of such corporations and their respective stockholders that Willard G. Corp. and Tek-Bar Industries, Inc. be merged into Arclar Company, pursuant to the terms and conditions hereinafter set forth, for reasons, not limited to, but including the following:

1. To permit the merger and simplification of bookkeeping for the constituent companies;

2. To permit the merger and simplification of accounting for the constituent companies;

3. To permit the merger and simplification of tax reporting functions for the constituent companies;

4. To permit the merger and simplification, of maintenance of business records of the constituent companies;

5. To permit the merger and simplification of administration of the constituent companies; and

6. To permit the simplification and improvement of the financial statements of the constituent companies, which will aid in favorable presentation to lenders and creditors.

NOW, THEREFORE, the parties to this agreement, in consideration of the mutual agreements and provisions herein contained, in accordance with the applicable provisions of the laws of the State of Illinois agree that Willard G. Corp. and Tek-Bar Industries, Inc. shall be merged into Arclar Company, and agree on and prescribe the terms and conditions of such merger, plan or mode of carrying the same into effect, as follows:

Section I

Willard G. Corp., Tek-Bar Industries, Inc. and Arclar Company shall be merged into a single corporation by Willard G. Corp. and Tek-Bar Industries Inc. merging into Arclar Company, which shall be the surviving corporation.

Section II

The Certificate of Incorporation of Arclar Company is hereby amended to increase the authorized shares to 100,000 shares.

Section III

The manner of converting capital stock of the constituent corporations into capital stock of the surviving corporation shall be as follows:

a. As of the effective date of the merger, the 100 shares of issued and outstanding stock without par value of Willard G. Corp. owned by Willard G. Franks and Elizabeth J. Franks as tenants in common will be converted into 74,900 shares of issued and outstanding common stock, without par value of Arclar Company to be owned by Willard G. Franks and Elizabeth J. Franks as tenants in common. Upon such conversation the 100 shares of issued and outstanding stock without par value, of Willard G. Corp. will be cancelled.

b. As of the effective date of the merger, the 100 shares of issued and outstanding stock, without par value of Tek-Bat Industries, Inc. owned by the following individuals will be convertec into the following shares of issued and outstanding common stock without par value of Arclar Company to be owned by the following individuals:


Name	Shares of Stock of Tek-Bar Industries _j_. Inc.		Shares of Stock of Arclar Company
Thomas W. Franks		40		10,000
Kimberly F. Matthews		40		10,000
Danny W. Bailey		10		2,500
George J. Pearson		5		1,250
Robert C. Wilson		5		1,250

c. As of the effective date of the merger, the 100 shares of issued and outstanding common stock, without par value of Arclar Company owned by Willard G. Franks and Elizabeth J. Franks will continue to be issued and outstanding.

Section IV

Other terms and conditions of the merger are as follows:

a. Until amended or repealed, the bylaws of Arclar Company, as in effect on the effective date of the merger, shall be the bylaws of the surviving corporation.

b. The board of directors, and the members thereof, and the officers, of Arclar Company immediately prior to the effective date of merger shall be and constitute the board of directors, and the members thereof, and the officers of the surviving corporation.

Section V

Upon the effective date of merger, the separate existence of Willard G. Corp. shall cease, except to the extent provided by the laws of the State of Illinois in the case of a corporation after its merger into another corporation. Upon the effective date of merger, the separate existence of Tek-Bar Industries, Inc. shall cease, except to the extent provided by the laws of the State of Illinois in the case of a corporation after its merger into another corporation.

Arclar Company, the surviving corporation, shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of such constituent corporations, and all the rights, privileges, powers and franchises of each of the constituent corporations, and all property, rights, privileges, powers and franchises, and every other interest shall be thereafter as effectually the property of the surviving corporation as they were of the several constituent corporations, and the title to any real estate vested by deed or otherwise in any of such constituent corporations shall not revert or be in any way impaired by reason of this merger, provided that all rights of creditors and all liens upon any property of any of such constituent corporations shall be preserved unimpaired, and all debts, liabilities and duties of each of such constituent corporations, whether evidenced by indentures or otherwise, shall thenceforth attach to the surviving corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

If at any time the surviving corporation shall consider that any further assignments or assurances in the law or any things are necessary or desirable to vest in the surviving corporation, according to the terms hereof, the title to any property, rights, privileges, or franchises of any of the constituent corporations, the parties to this agreement, the proper officers, and the directors of such constituent corporations shall and will execute and make all such proper assignments and assurances in the law and do all things necessary or proper to vest in and confirm to the surviving corporation title to

and possession of all such property, rights, privileges and franchises, and otherwise to carry out the purposes of this agreement.

Without limiting the generality of the foregoing and unless and until otherwise determined by the board of directors of the surviving corporation, all pension and retirement plans, salary adjustment and incentive compensation plans, and all other plans, agreements or arrangements of the constituent corporations relating to their respective employees in force at the effective date of the merger, shall be effective in respect of the surviving corporation in the same manner as if adopted, contracted or made by it, and shall be applicable to persons who would have been covered thereby in the absence of this merger.

Section VI

This Plan and Agreement of Merger may be modified or terminated and the merger hereby provided for abandoned by mutual consent of the boards of directors of Willard G. Corp., Tek-Bar Industries, Inc., and Arclar Company at any time prior to the effective date of the Merger.

Section VII

The merger shall take effect on January 1, 1990 or when so provided by the applicable laws of the State of Illinois. The date is sometimes herein called the “effective date of the merger.”

IN WITNESS WHEREOF, each of constituent corporate parties to this agreement has caused this agreement to be signed by its board of directors and its corporate seal to be hereunto affixed, all as of the day and year first above written.

The shareholders and directors of Willard G. Corp.

/s/ Willard G. Franks

/s/ Elizabeth J. Franks

Willard G. Corp.

By:

/s/ Willard G. Franks

Willard G. Franks, President

Attest:

/s/ Elizabeth J. Franks

Elizabeth J. Franks, Secretary

The shareholders and directors of

Tek-Bar Industries Inc.

SEAL

/s/ Thomas W. Franks

Thomas W. Franks

/s/ Kimberly F. Matthews

Kimberly Matthew

/s/ Danny W. Bailey

Danny W. Bailey

/s/ Robert C. Wilson

Robert C. Wilson

Tek-Bar Industries, Inc.,

By:

/s/ Thomas W. Franks

Thomas W. Franks, President


	The shareholders and directors of Arclar Company

		/s/ Willard G. Franks
		Willard G. Franks

		/s/ Elizabeth J. Franks
		Elizabeth J. Franks

SEAL	ARCLAR COMPANY

	By:	/s/ Willard G. Franks
		Willard G. Franks, President

Attest:

/s/ Elizabeth J. Franks

Elizabeth J. Franks, Secretary

The foregoing Plan and Agreement of Merger, having been duly executed by the directors of Willard G. Corp., Tek-Bar Industries, Inc. and Aralar Company, respectively, under the corporate seals of the respective corporations, and the said Plan and Agreement of Merger having been duly approved or adopted by the Boards of Directors, and duly approved or adopted by the stockholders of each of said corporations in the manner provided by the laws of the respective states of incorporation, the Chairman of the Board and the President and the Secretary of said corporations do now execute this Plan and

Agreement of Merger, under the respective seals of said corportions by the authority of the directors and stockholders of each, as the act, deed and agreement of each of said corporations on this 27^th day of December, 1989


Willard G. Corp

By:		/s/ Willard G. Franks
		Willard G. Franks, President

By:		/s/ Elizabeth J. Franks
		Elizabeth J. Franks, Secretary

Tek-Bar Industries, Inc.

By:		/s/ Thomas W. Franks
		Thomas W. Franks, President

By:		/s/ George J. Pearson
		George J. Pearson, Secretary

Arclar Company

By:		/s/ Willard G. Franks
		Willard G. Franks, President

By:		/s/ Elizabeth J. Franks
		Elizabeth J. Franks, Secretary

State of Illinois)

ss.

County of Saline)

Personally appeared before me, a notary public in and for the county and state aforesaid, Willard G. Franks, President, and Elizabeth J. Franks, Secretary of Willard G. Corp., an Illinois Corporation, with whom I am personally acquainted, and who acknowledged that they executed the foregoing Plan and Agreement of Merger on behalf of Willard G. Corp., pursuant to authority duly granted by its Board of Directors.

Witness my hand and official seal, at office in the county and state aforesaid, this 27^th day of December, 1989.


				/s/
				Notary Public.

				/s/
				Printed Name of Notary Public
My Commission Expires:

Personally appeared before me, a notary public in and for the county and state aforesaid, Thomas W. Franks, President, and George J. Pearson, Secretary of Tek-Bar Industries, Inc., an Illinois Corporation, with whom I am personally acquainted, and who acknowledged that they executed the foregoing Plan and Agreement of Merger on behalf of Tek-Bar Industries, Inc., pursuant to authority duly granted h its Board of Directors.

Witness my hand and official seal, at office in the county and state aforesaid, this 27^th day of December, 1989.,


My Commission Expires:	Notary Public	[ILLEGIBLE]
		Printed Name of Notary Pu lie
/s/

	State
of Illinois)

County of Saline)

Personally appeared before me, a notary public in and for the county and state aforesaid, Willard G. Franks, President, and Elizabeth J. Franks, Secretary of Arclar Company, an Illinois Corporation, with whom I am personally acquainted, and who acknowledged that they executed the foregoing Plan and Agreement of Merger on behalf of Arclar Company, pursuant to authority duly granted by its Board of Directors.

Witness my hand and official seal, at office in the county and state aforesaid, this 27^th day of December, 1989.



1.	CORPORATE NAME, Arclar Company

2.	MANNER OF ADOPTION OF AMENDMEN The following amendment of the Articles of ncorporation was adapted on DECEMBER 8 1998 in the manner indicated below, ( X one box only)

	By a majority of the incorporators, provided n directors were named in the articles of incorporation and no directon have been elected;	(Note 2)

	By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;	(Note 2)

	By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;	(Note 3)

	X By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders, At a meeting of shareholders, not less than the minimum number of of votes required by statute and by the article Incorporation were voted in favor of the amendment;	(Note 4)

	By the shareholders, in accordance with Section 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the sharehol A consent In writing has bean signed by shareholders having not ess than the minimum number of votes req red by statute and by the articles of incorporation. Shareholders who have not consented in writing have been g ven notice in accordance with Section 7.10;	(Notes 4 & 5)

	By the shareholders, in accordance with Section 1 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.

		(Note 5)
3.	TEXT OF AMENDMENT:

	a. When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.

	Article 1: The new name of the corporation is:

Text of Amendent

b. (If amendment affects the corporate purpose, the amand purpose Is required to be set forth in its entirety. If the Is not sufficient space to do so, add one or more sheets f this size.)

All changes other than name, include on page 2 (over)

The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued share or a reduction of the number of authorized shares of any class below the number of Issued shares of that cies provided for or effected by this amendment, is as follows: (If not applicable, insert No change, no change

(a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of then accounts) is as follows: (If not applicable, insert “No change”) no change

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equi to the total of these accounts) as changed by this amendment is as follows: (lf not applicable, insert “No change”


Paid-in Capital	Before Amendment	After Amendment
		$	__________________

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

5.	The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirm:. under penalties of perjury, that the facts stated herein are true.


Dated [ILLEGIBLE]			(Exact Name of Corporation of date of execution)
attested by	[ILLEGIBLE]	by	[ILLEGIBLE]
	(Signature of Secretary or Assistant Secretary) Michael Mitchell, Secretary		(Signature of President or Vice president) Type or Print Name and Title
	(Type or Print Name and Title)

7.	If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated_______________________1998

[ILLEGIBLE]

Page 3

FORM BCA 5.10/5.20 (rev. Dec. 2003) STATEMENT OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE

Business Corporation Act

Jesse White, Secretary of Stale Department of Business Services 501 S. Second St., Rm. 328 Springfield, IL 62756

217-782-7808

www.cyberdriveillinois.com

Remit payment in the form of a check or money order payable to Secretary of State.

FILE

MAR 16 2010

JESSE WHITE
SECRETARY OF STATE

File # ^52632455

Filing Fee: $25 Approved:

Submit in duplicate Type or Print clearly in black ink Do not write above this line

B I G R I D G E, I N C.

1.	Corporate Name:

2.	State or Country of Incorporation: ILLINOIS

3.	Name and Address of Registered Agent and Registered Office as they appear on the records of the Office of the Secretary of State (before change):


Registered Agent•	C T CORPORATION SYSTEM

Registered Office	First Name	Middle Name	Last Name
	208 SO LASALLE STREET		SUITE 814
	Number	Street	Suite # (P.O. Box alone is unacceptable)

	CHICAGO	60604	COOK

	City	ZIP Code	County

4.	Name and Address of Registered Agent and Registered Office shall be (after all changes herein reported): Registered Agent: ILLINOIS CORPORATION SERVICE COMPANY



Registered Office	First Name	Middle Name	Last Name
	801 ADLAI STEVENSON DRIVE

	Number	Street	Suite # (P.O. Box alone is unacceptable)

	SPRINGFIELD	62703	SANGAMON

	City	ZIP Code	County

5.	The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

6.	The above change was authorized by: (“X” one box only)

44 Resolution duly adopted by the board of directors. (See Note 5 on reverse.)

D Action of the registered agent. (See Note 6 on reverse.)

SEE REVERSE FOR SIGNATURE(S).

7.	If authorized by the board of directors, sign here. (See Note 5 below.)

The undersigned corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated ,

M A R C H 1 2 2010


Month & Day		Year Exact Name of Corporation		Big Ridge, Inc.


Any Authorized Officer Signature
BLANCA LOZADA, ATTORNEY IN FACT
Name and Title (type or print)

If change of registered office by registered agent, sign here. (See Note 6 below.)

The undersigned, under penalties of perjury, affirms that the facts stated herein are true and correct.


Dated
Month & Day	Year	Signature of Registered Agent of Record

Name (type or print)
If Registered Agent is a corporation,
Name and Title of officer who is signing on its behalf.

NOTES

1.	The registered office may, but need not be, the same as the principal office of the corporation. However, the registered office and the office address of the registered agent must be the same.

2.	The registered office must include a street or road address (P.O. Box alone is unacceptable).

3.	A corporation cannot act as its own registered agent.

If the registered office is changed from one county to another, the corporation must file with the Recorder of Deeds of the new county a certified copy of the Articles of Incorporation and a certified copy of the Statement of Change of Registered Office. Such certified copies may be obtained ONLY from the Secretary of State.

5.	Any change of registered agent must be by resolution adopted by the board of directors. This statement must be signed by a duly authorized officer.

The registered agent may report a change of the registered office of the corporation for which he/she is a registered agent. When the agent reports such a change, this statement must be signed by the registered agent. If a corporation is acting as the registered agent, a duly authorized officer of such corporation must sign this statement.

STATE OF MISSOURI )

CITY OF ST. LOUIS )

POWER OF ATTORNEY

NOTICE IS HEREBY GIVEN THAT Kenneth L. Wagner, the Vice President of Peabody Energy Corporation (“the Company”), a Corporation established under the laws of Delaware, and of the subsidiary entities shown on the list appended hereto, does hereby appoint Blanca Lozada and Elizabeth A. Dawson attorneys-in-fact for the Company and for the subsidiary entities, to act for the Company and for the subsidiary entities and in the name of the Company and of the subsidiary entities for the limited purposes authorized herein.

The Company and the subsidiary entities, having taken all necessary steps to authorize the changes and the establishment of this Power of Attorney, hereby grants its attorneys-in-fact the power to execute the documents necessary to change the Company’s and the subsidiary entities’ registered agent and registered office, or the agent and office of similar import, in any jurisdiction.

In the execution of any documents necessary for the purposes set forth herein, Blanca Lozada shall exercise the power of Vice President and Elizabeth A. Dawson shall exercise the power of Secretary, or, in the case of entities having managers or other positions of authority rather than officers such as Vice President or Secretary, the named individuals shall act in such office and with such authority as is required to effect the changes herein contemplated.

This Power of Attorney expires upon the earlier to occur of (a) completion and filing of the documents necessary to effect the changes in registered agent and registered office addresses contemplated herein, or (b) six (6) months after the Effective Date set forth below. The Company may revoke this Power of Attorney at any time by notice to Bianca Lozada and Elizabeth A. Dawson.

IN WITNESS WHEREOF the undersigned has executed this Power of Attorney on this 26^th day of February, 2010 (the “Effective Date”).

Subscribed and sworn to before me this 26^th day of February, 2010.


PEABODY ENERGY CORPORATION

BY:		/s/ Kenneth Wagner
		Kenneth Wagner Vice President

[ILLEGIBLE]

EX-3.18 15 d358187dex318.htm EX-3.18 EX-3.18

Exhibit 3.18

BY-LAWS

ARCLAR COMPANY

a Corporation of the State of Illinois

ARTICLE I

OFFICES

SECTION 1.1. Illinois Registered Office. The corporation shall continuously maintain in the State of Illinois a registered office and registered agent whose office is identical with such registered office.

SECTION 1.2. Other Offices. The corporation may have other offices within or without the state.

ARTICLE II

SHAREHOLDERS

SECTION 2.1. Annual Meeting. An annual meeting of the shareholders shall be held at 8:00 on the second Tuesday in March for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.

SECTION 2.2. Special Meetings. Special meetings of the shareholders may be called either by the president, the board of directors or by the holders of not less than one-fifth of all outstanding shares of the corporation, for the purpose or purposes stated in the call of the meeting.

SECTION 2.3. Place of Meeting. The board of directors may designate any place the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be at 617 East Church Street, Harrisburg, Illinois.

SECTION 2.4. Informal Action B Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed

(a) if five days prior notice of the proposed action is given in writing, then to all of the shareholders entitled to vote with respect to the subject matter thereof, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting, or

(b) by all of the shareholders entitled to vote with respect to the subject matter thereof.

SECTION 2.5. Notice of Meetings. Written notice stating the place, date and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, or in the case of a merger, consolidation, share exchange, dissolutior or sale, lease or exchange of assets, not less than twenty nor more than sixty days before the meeting, either personally or by mail, by or at the direction of the president, or the secreeary, or the officer or persons calling the meeting, to each shareholder of record. entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited with the United States Postal Service, addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.

SECTION 2.6. Fixing of Record Date. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend, or any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the board of directors of the corporation may fix in advance a record date which shall not be more than sixty days and, for a meeting of shareholders, not less than ten days, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets, not less than twenty days, immediately preceding the date of such meeting. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be the date on which notice of the meeting is mailed, and the record date for the determination of shareholders for any other purpose shall be the date on which the board of directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting.

SECTION 2.7. Voting Lists. The officer or agent having charge of the transfer books for shares of the corporation

shall make, within twenty days after record date or ten days before each meeting of shareholders, whichever is earlier, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of the shareholder, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be open to inspection by any shareholder for any purpose germane to the meeting, at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and may be inspected by any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.

SECTION 2.8. Voting of Shares. Except as otherwise provided in the articles of incorporation or these by-laws, each outstanding share, regardless of class, shall be entitled to one vote upon each matter submitted to vote at a meeting of shareholders.

SECTION 2.9. Voting of Shares by Certain Holders. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.

(a) Shares standing in the name of a deceased person, a minor ward or an incompetent person, may be voted by his administrator, executor, court appointed guardian, or conservator, either in person or by proxy without a transfer of such shares into the name of such administrator, executor, court appointed guardian, or conservator. Shares standing in the name of a trustee may be voted by him, either in person or by proxy.

(b) Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

(c) A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

(d) Any number of shareholders may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their

share, for a period not to exceed ten years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, and by transferring their shares to such trustee or trustees for the purpose of the agreement. Any such trust agreement shall not become effective until a counterpart of the agreement is deposited with the corporation at its registered office. The counterpart of the voting trust agreement so deposited with the corporation shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corperaticm, and shall be subject to examination by any holder of a beneficial interest in the voting trust, either in person or by agent or attorney, at any reasonable time for any proper purpose.

(e) Shareholders may provide for the voting of their shares by signing an agreement for that purpose. A voting agreement under this subsection is not subject to the provisions of subsection (d) above.

(f) Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time.

SECTION 2.10. Proxies. Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

SECTION 2.11. Cumulative Voting. Unless otherwise provided in the articles of incorporation, in all elections for directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, for as many persons as there are directors to be elected, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal, or to distribute them on the same principle among as many candidates as he shall see fit.

SECTION 2.12. Quorum. The holders of a majority of the outstanding shares of the corporation, present in person or represented by proxy, shall constitute a quorum at any meeting of shareholders; provided that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting at any time without further notice. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting

shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by The Business Corporation Act, the articles of incorporation or these by-laws. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Withdrawal of shareholders from any meeting shall not cause failure of a duly constituted quorum at that meeting.

SECTION 2.13. Inspectors. At any meeting of shareholders, the chairman of the meeting may, or upon the request of any shareholder shall, appoint one or more persons as inspectors for such meeting.

(a) Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders.

(b) Each report of an inspector shall be in writing and signed by him or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

SECTION 2.14. Voting By Ballot. Voting on any question or in any election may be by voice unless the presiding officer shall order or any shareholder shall demand that voting be by ballot.

ARTICLE III

DIRECTORS

SECTION 3.1. General Powers. The business of the corporation shall be managed by, or under the direction of, its board of directors.

SECTION 3.2. Number, Tenure and Qualifications. The number of directors of the corporation shall be 2 . Each director shall hold office until the next annual meeting of shareholders or, thereafter, until his successor shall have been elected. Directors need not be residents of Illinois or shareholders of the corporation. The number of directors may be increased or decreased from time to time by the amendment of this section; but no decrease shall have the effect of shortening the term of any incumbent director. A director may resign at any time by giving written notice to the board of directors, its chairman, or to the president or secretary of the corporation. A resignation is effective when the notice is given unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.

SECTION 3.3. Quorum. A majority of the number of directors fixed by these by-laws shall constitute a quorum for transaction of business at any meeting of the board of directors, provided that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting at any time without further notice.

SECTION 3.4. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act: of a greater number is required by statute, these by-laws, or the articles of incorporation.

SECTION 3.5. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for holding of additional regular meetings without other notice than such resolution.

SECTION 3.6. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any one or more directors. The person or persons authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors called by them.

SECTION 3.7. Notice. Notice of any special meeting shall be given at least 5 days previous thereto by written notice to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited with the United States Postal Service so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

SECTION 3.8. Vacancies. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors, may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.

SECTION 3.9. Removal of Directors. One or more of the directors may be removed, with or without cause, at a meeting of shareholders by the affirmative vote of the holders of a majority of the outstanding shares then entitled to vote at an election of directors, except as follows:

(a) No director shall be removed at a meeting of shareholders unless the notice of such meeting shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the named director or directors may be removed at such meeting.

(b) In the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed, with or without cause, if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire board of directors.

(c) If a director is elected by a class or series of shares, he or she may be removed only by the shareholders of that class or series.

SECTION 3.10. Executive Committee. The board of directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may designate two or more directors to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

SECTION 3.11. Action Without a Meeting. Unless specifically prohibited by the articles of incorporation or these by-laws, any action required to be taken at a meeting of the board of directors, or any other action which may be taken at a meeting of the board of directors, or of any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be. Any such consent signed by all the directors or all the members of the committee shall have the same effect as a unanimous vote, and may be stated as such in any document filed with the Secretary of State or with anyone else.

SECTION 3.12. Compensation. The board of directors, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable

compensation of all directors for services to the corporation as directors, officers, or otherwise. By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each meeting of the board. No such payment previously mentioned in this section shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 3.13. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusAvely presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he sl^-;all file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

SECTION 4.1. Number. The officers of the corporation shall be a president, a secretary, a treasurer, if desired, any number of vice presidents, treasurers, assistant treasurers, assistant secretaries or other officers as may be elected by the board of directors. Any two or more offices may be held by the same person.

SECTION 4.2. Election and Term of Office. The officers of the corporation shall be elected or appointed annually by the board of directors at the first meeting of the board of directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election of an officer shall not of itself create contract rights.

SECTION 4.3. Removal. Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4.4. President. The president shall be the principal executive officer of the corporation. Subject to the

direction and control of the board of directors, he shall be in charge of the business of the corporation; he shall see that the resolutions and directions of the board of directors are carried into effect except in those instances in which that responsibility is specifically assigned to some other person by the board of directors; and, in general, he shall discharge all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time. He shall preside at all meetings of the shareholders and of the board of directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these by-laws, he may execute for the corporation certificates for its shares, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument. He may vote all securities which the corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the corporation by the board of directors.

SECTION 4.5. The Vice-Presidents. The vice-president (or in the event there be more than one vice-president, each of the vice-presidents) shall assist the president in the discharge of his duties as the president may direct and shall perform such other duties as from time to time may be assigned to him by the president or by the board of directors. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the board of directors, or by the president if the board of directors has not made such a designation, or in the absence of any designation, then in the order of seniority of tenure as vice-president) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these by-laws, the vice-president (or each of them if there are more than one) may execute for the corporation certificates for its shares and any contracts, deeds, mortgages, bonds or other instruments which the board of directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument.

SECTION 4.6. The Treasurer. The treasurer shall be the principal accounting and financial officer of the corporation. He shall:

(a) have charge of and be responsible for the maintenance of adequate books of account for the corporation;

(b) have charge and custody of all funds and securities of the corporation, and be responsible therefore and for the receipt and disbursement thereof; and

(c) perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors.

If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors may determine.

SECTION 4.7. The Secretary. The secretary shall:

(a) record the minutes of the shareholders’ and of the board of directors’ meetings in one or more books provided for that purpose;

(b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law;

(d) keep a register of the post-office address of each shareholder which shall be furnished to the secretary by such shareholder;

(e) sign with the president, or a vice-president, or any other officer thereunto authorized by the board of directors, certificates for shares of the corporation, the issue of which shall have been authorized by the board of directors, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or these by-laws;

(f) otherwise certify the by-laws, resolutions of the shareholders and board of directors and committees thereof, and other documents of the corporation as true and correct copies thereof;

(g) have general charge of the stock transfer books of the corporation; and

(h) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the board of directors.

SECTION 4.8. Assistant Treasurers and Assistant Secretaries. The assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to then by the treasurer or the secretary, respectively, or by the president or the board of directors. The assistant secretaries may sign with the president, or a vice-president, or any other officer thereunto authorized by the board of directors, certificates for shares of the corporation, the issue of which shall have been authorized by the board of directors, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or these by-laws. The assistant treasurers shall respectively, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine.

SECTION 4.9. Salaries. The salaries of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 5.1. Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 5.2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

SECTION 5.3. Checks, Drafts, etc., All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

SECTION 5.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 6.1. Certificates for Shares. Certificates representing shares of the corporation shall be signed by the president c.)^- a vice-president or by such officer as shall be designated yresolution of the board of directors and by the secretary or an assistant secretary, and shall be sealed with the seal or facsimile of the seal of the corporation. If both of the signatures of the officers be by facsimile, the certificate shall be manually signed by or on behalf of a duly authorized transfer agent or clerk. Each certificate representing shares shall be consecutively numbered or otherwise identified, and shall also state the name of the person to whom issued, the number and class of shares (with designation of series, if any), the date of issue, that the corporation is organized under Illinois law, and the par value or a statement that the shares are without par value. If the corporation is authorized and does issue shares of more than one class or of series within a class, the certificate shall also contain such information or statement as may be required by law. The name and address of each shareholder, the number and class of shares held and the date on which the certificates for the shares were issued shall be entered on the books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed the owner thereof for all purposes as regard the corporation.

SECTION 6.2. Lost Certificates. If a certificate representing shares has allegedly been lost or destroyed the board of directors may in its discretion, except as may be required by law, direct that a new certificate be issued upon such indemnification and other reasonable requirements as it may impose.

SECTION 6.3. Transfers of Shares. Transfers of shares of the corporation shall be recorded on the books of the corporation and, except in the case of a lost or destroyed certificate, on surrender for cancellation of the certificate for such shares. A certificate presented for transfer must be duly endorsed and accompanied by proper guaranty of signature and other appropriate assurances that the endorsement is effective.

ARTICLE VII

FISCAL YEAR

SECTION 7.1. Resolution of Directors. The fiscal year of the corporation shall be fixed by resolution of the board of directors from time to time.

ARTICLE VIII

DIVIDENDS

SECTION 8.1. Declared by Directors. The board of directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its articles of incorporation.

ARTICLE IX

SEAL

SECTION 9.1. Subscription. The corporate seal, if any, shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Illinois”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE X

WAIVER OF NOTICE

SECTION 10.1. Waiver in Lieu of Notice. Whenever any notice is required to be given under the provisions of these by-laws or under the provisions of the articles of incorporation or under the provisions of The Business Corporation Act of the State of Illinois, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because notice was not given.

ARTICLE XI

AMENDMENTS

SECTION 11.1. Determined by Directors. Unless reserved to the shareholders by the articles of incorporation, the by-laws of the corporation may be made, altered, amended or repealed by the shareholders or the board of directors, but no by-law adopted by the shareholders may be altered, amended or repealed by the board of directors if the by-laws so provide. The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

ARTICLE XII

INDEMNIFICATION OF OFFICERS,

DIRECTORS, EMPLOYEES AND AGENTS

SECTION 12.1. Power to Hold Harmless. The corporation shall have power to indemnify any person who 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 an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or 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, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if such person acted in good faith and in a manner 1e or she 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 his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the corporation, or with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

SECTION 12.2. Power to Indemnify Litigant. The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, of is or 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 against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such persons shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

SECTION 12.3. Reimbursement Authorized. To the extent that a director, officer, employee, or agent of a corporation has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections 12.1 and 12.2 above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 12.4. Determination if Reimbursement is Proper. Any indemnification under Sections 12.1 and 12.2 above (unless ordered by a court) shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 12.1 or 12.2 above. Such determination shall be made:

(a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or

(b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or

SECTION 12.5. Advance of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this Article.

SECTION 12.6. Non-Exclusivity. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any contract, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 12.7. Right to Acquire Insurance. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or 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, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article.

SECTION 12.8. Notice to Shareholders. If a corporation has paid indemnity or has advanced expenses to a director, officer, employee or agent, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders meeting.

SECTION 12.9. “Corporation”; Definition. For purposes of this Article, references to “the corporation” shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) .-hsorbed in a merger which, if its separate existence had cont.r. would have had the power and authority to indemnify th.::ctors, officers, and employees or agents, so that any person ,no was a director, officer, employee or agent of such merging^- corporation, or was serving at the request of such merging corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.

SECTION 12.10. Miscellaneous Definitions. For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the corporation” as referred to in this Article.

ARTICLE XIII

REPAYMENT OF DISALLOWED DEDUCTION

SECTION 13.1. Full Reimbursement by Officer Any payments made to an officer of the corporation such as commission, bonus, interest, rent, medical reimbursement or entertainment expense incurred by him which, for Federal income

tax purposes, shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the corporation to the full extent of such disallowance.

SECTION 13.2. Security for Repayment. It shall be the duty of the directors, as a board, to enforce payment of such amount disallowed. In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

EX-3.21 16 d358187dex321.htm EX-3.21 EX-3.21

Exhibit 3.21


Form LLC-5.5 January 2000	Illinois Limited Liability Company Act Articles of Organization	This space for use by Secretary of State FILED: 11/27/2002 JESSE WHITE SECRETARY OF STATE
Jesse White Secretary of State Department of Business Services Limited Liability Company Division Room 359, Howlett Building Springfield, IL 62756 http://www.sos.state.11.us	Must be typewritten This space for use by Secretary of State
Payment must be made by certified check, cashier’s check, Illinois attorneys check, Illinois C.P.A.’s check or money order, payable to ‘Secretary of State.*	Date 11/27/2002 Assigned File # 0081-768-6 Filing Fee $400.00 Approved: JFP

1.	Limited Liability Company Name: Black Hills Mining Company, LLC

(The LLC name must contain the words limited liability company, L.L.C. or LLC and cannot contain the terms corporation, corp., incorporated, inc., ltd., co., limited partnership, or L.P.)

2.	If transacting business under an assumed name, complete and attach Form LLC-1.20.

3.	The address of its principal place of business: (Post office box alone and c/o are unacceptable.) 8 Cherry Tree Place, Harrisburg, IL 62946

4.	The Articles of Organization are effective on: (Check one)

a) x the filing date, or b) ¨ another date later than but not more than 60 days subsequent

to the filing date:

(month, day, year)

5.	The registered agent’s name and registered office address is:


Registered agent:	Stephen	E.	Short
	First Name 8 Cherry Tree Place	Middle Initial	Last Name
Registered Office: (P.O. Box and	Number Harrisburg, IL 62946	Street	Suite #
do are unacceptable)	City	ZIP Code	County

6.	Purpose or purposes for which the LLC is organized: Include the business code # (IRS Form 1065).

(If not sufficient space to cover this point, add one or more sheets of this size.)

“The transaction of any or all lawful business for which limited liability companies may be organized under this Act.”

7.	The latest date, if any, upon which the company is to dissolve (perpetual)

(month, day, year)

Any other events of dissolution enumerated on an attachment. (Optional)

LLC-5.5

8.	Other provisions for the regulation of the internal affairs of the LLC per Section 5-5 (a) (8) included as attachment:

If yes, state the provisions(s) from the ILLCA. ¨ Yes x No

9.	a) Management is by manager(s): x Yes ¨ No

If yes, list names and business addresses.


Heath Lovell		Stephen E. Short
P.O. Box 165		P.O. Box 165
Sturgis, KY 42459		Sturgis, KY 42459

b) Management is vested in the member(s): ¨ Yes ¨ No

If yes, list names and addresses.

10.	I affirm, under penalties of perjury, having authority to sign hereto, that these articles of organization are to the best of my knowledge and belief, true, correct and complete.

Dated November 1 2002

(Month/Day) (Year)


Signature(s) and Name(s) of Organizer(s)		Business Address(es)

1. /s/ Heath Lovell		P. O. Box 165

Heath Lovell		Sturgis

Organizer		Kentucky 42459

2. /s/ Lori S. Lovell		P. O. Box 165

Lori S. Lovell		Sturgis

Organizer		Kentucky 42459

(Signatures must be in ink on an original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)


		1, P.O. Box 165
		Number Street
		Sturgis


F.LLC-5.25 December 2003	Illinois Limited Liability Company Act Articles of Amendment (If check is returned for any reason this filing will be void.)	City/Town This space for use by
Jesse White Secretary of State Department of Business Services Limited Liability Company Division Room 351, Howlett Building Springfield, IL 62756 http://www.cyberdriveillinois.com	Filing Fee (see instructions). SUBMIT IN DUPLICATE Must be typewritten This space for use by Secretary of State Date 03-02-2004 Assigned File 00817686 Filing Fee $ Approved:	MAR 0 2 2004 *JESSE* WHITE SECRETARY OF STATE
Payment may be made by business firm check payable to Secretary of State.

1.	Limited Liability Company name Black Hills Mining Company, LLC

2.	File number assigned by the Secretary of State: 00817686 11

3.	These Articles of Amendment are effective on X the file date or a later date being not to exceed 30 days after the file date.

4.	The Articles of Organization are amended as follows:


	a)	Admission of a new member (give name and address below)
X	b)	Admission of a new manager (give name and address below)
	c)	Withdrawal of a member (give name below)
X	d)	Withdrawal of a manager (give name below)
X	e)	Change in the address of the office at which the records required by Section 1-40 of the Act are kept (give new address, including county below)
X	f)	Change of registered agent and/or registered agent’s office (give new name and address, including county below) (Address change of P.O. Box and c/o are unacceptable)
	g)	Change in the limited liability company’s name (list below)
	h)	Change in date of dissolution or other events of dissolution enumerated in item 6 of the Articles of Organization
	i)	Other (give information below)

LLC-5.25

5.	This amendment was adopted by the managers. S. 5-25(3) x Yes ¨ No

Not less than minimum number of managers so approved. x Yes ¨ No

Member action was not required. x Yes ¨ No

6.	This amendment was adopted by the members. S. 5-25(4) ¨ Yes x No

Not less than minimum number of members so approved.

7.	I affirm, under penalties of perjury, having authority to sign hereto, that this articles of amendment is to the best of my knowledge and belief, true, correct and complete.

Dated Feb 10, 2004

(Month & Day) (Year)

/s/ L. Brent Stottlemyre

(Signature)

L. B. Stottlemyre, Manager

(Type or print Name and Title)

(If applicant is a company or other entity, state name of company and indicate whether it is a member or manager of the LLC.)

INSTRUCTIONS: If the only change reported is a change in the registered agent and/or registered office, the filing fee is $35.

If other changes are reported, the filing fee is $150.


Name		Address
L. B. Stottlemyre		701 Market St., Ste. 778, St. Louis, MO 63101-1826
Kemal Williamson		701 Market St., Ste. 778, St. Louis, MO 63101-1826
Charles Ebetino, Jr.		701 Market St., Ste. 778, St. Louis, MO 631 01-1 826


Name		Address
Heath Lovell		P.O. Box 165, Sturgis, KY 42459
Stephen Short		P.O. Box 165, Sturgis, KY 42459

e) 701 Market St., Ste. 778, St. Louis, MO 63101-1826

CT Corporation System

208 S. LaSalle St., Ste. 814

Chicago, IL 60604


Form LLC-1.36/1.37 May 2008	Illinois Limited Liability Company Act Statement of Change of Registered Agent and/or Registered Office	FILE # 00817686
Secretary of State Jesse White Department of Business Services Limited Liability Division 501 S. Second St., Rm. 351 Springfield, IL 62756 217-524-8008 www.cyberdriveiliinols.com	Submit in Duplicate Must be typewritten. This space for use by Secretary of State. Filing Fee: $25 Penalty (See Note 1.): Approved:	This space for use by Secretary of Stale. FILED APR 1 5 2010 JESSE WHITE SECRETARY OF STATE
Payment must be made by business firm check payable to Secretary of State. (If check is returned for any reason this filing will be void.)

1.	Limited Liability Company Name: BLACK HILLS MINING COMPANY, LLC APR 16 2010

2.	Name and Address of Registered Agent and Registered Office as they appear on the reords the office of State (before change):


Registered Agent:	C T Corporation System
	First Name	Middle Name	Last Name

Registered Office:	208 South Lasalle Street	Suite 814

Number	Street-	Suite No..(P.O. Box alone is unacceptable
	Chicago	60604	Cook

	City	ZIP Code	County

3.	Name and Address of Registered Agent and Registered Office shall be (after all changes herein reported):


Registered Agent:	Illinois Corporation Service
	Company First Name	Middle Name	Last Name

Registered Office:	801 Adlai Stevenson

	Drive Number Street	Suite No. (P.O. Box alone is unacceptable)
	Springfield, IL	62703	Sangamon County

	City	ZIP Code	County

4.	The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

5.	The above change was authorized by: (check one box only)

a. 0 resolution duly adopted by the members or managers. (See Note 4.)

b. 0 action of the registered agent. (See Note 5.)

SEE REVERSE FOR SIGNATURE(S).

LLC-1.36/1.37

6.	If the change to the registered agent or registered office is authorized by the members or managers, sign here. (See Note 4 below.)

The undersigned affirms, under penalties of perjury, having authority to sign hereto, that this statement to change the registered agent or address is to the best of my knowledge and belief, true, correct and complete.

II the member or manager signing this document is a company or

other entity, state name of company and indicate whether it is a

member or manager of the Limited Liability Company.

If change of registered office by registered agent, sign here_ (See Note 5 below.)

Dated May 12 2010

Month/Day Year

/s/ Bianca Lozada

Signature (Must Comply with Section 5-45 of ILLCA.)

Bianca Lozada, Attorney in fact on behalf of Kenneth L. Wagner, manager

Name and Title (type or print)

The undersigned, under penalties of perjury, affirms that the facts stated herein are true, correct and complete.

Dated

Month/Day Year

Signature of Registered Agent of Record

Name and Title (type or print)

If registered agent is a corporation,

name and title of officer who is signing on its behalf.

NOTES

1.	A$300 penalty applies when the Limited Liability Company fails to appoint and maintain a registered agent in Illinois within 60 days of notification of the Secretary of State by the resigning registered agent.

2.	The registered office may, but need not be, the same as the principal office of the Limited Liability Company; however, the registered office and the office address of the registered agent must be the same.

3.	The registered office must include a street or road address (P.O. Box alone is unacceptable).

4.	A Limited Liability Company cannot act as its own registered agent.

5.	Any change of registered agent or registered address effected by the Limited Liability Company must be by resolution adopted by the members or managers.

The registered agent may report a change of the registered office of the Limited Liability Company for which he/she is a registered agent. When the agent reports such a change, this statement must be signed by the registered agent. If a corporation is acting as the registered agent, a duly authorized officer of such corporation must sign this statement.

EX-3.22 17 d358187dex322.htm EX-3.22 EX-3.22

Exhibit 3.22

OPERATING AGREEMENT

FOR

BLACK HILLS MINING COMPANY, LLC (the “Company”)

This is the Operating Agreement dated as of July 1, 2003, among Dodge Hill Holding JV, LLC and any person who subsequently becomes a Member of the Company, as reflected on the Company’s records, each a “Member” and collectively the “Members”.

ARTICLE 1

REORGANIZATION

Dodge Hill Holding JV, LLC has recently acquired all of the Member Interests in the Company and now desires to enact this instrument as the operating agreement of the Company as provided for herein.

ARTICLE 2

NAME

The business of the Company shall be conducted under the name: “Black Hills Mining Company, LLC.”

ARTICLE 3

DEFINITIONS

The following terms and phrases used in this Agreement shall have the following meanings:

“Act” shall mean the Illinois Limited Liability Company Act.

“Agreement” shall mean this operating Agreement as amended, modified, or supplemented from time to time.

“Bankruptcy” shall be deemed to have occurred with respect to any Member or director, at the time the Member or director: (a) makes an assignment for the benefit of creditors, (b) files a voluntary petition in bankruptcy, (c) is adjudicated bankrupt or insolvent, (d) files a petition or answer seeking for the Member or director any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, (e) files an answer or other pleading admitting or failing to contest the material allegations of the petition filed against the Member or director in any proceeding of this nature, (f) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or director or of all of any substantial part of the Member’s or director’s property, or (g) if within one hundred twenty (120) days after the commencement of any proceeding against the Member or director seeking reorganization, arrangement, composition, readjustment, liquidation,

dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without the Member’s or director’s consent or acquiesces of a trustee, receiver, or liquidator of the Member or director, or of all or any substantial part of the Member’s or director’s properties, the appointment is not vacated or stayed or within ninety (90) days after the expiration of any stay, the appointment is not vacated.

“Board of Directors” shall mean the Company’s Board of Directors, which shall constitute the “manager of the company” contemplated by the Act.

“Capital Accounts” shall mean the individual account maintained for each Member by the Company.

“Capital Contributions” shall mean the money and the fair market value of property (net of liabilities assumed by the Company or to which the property is subject) contributed to the Company by a Member, and as maintained in the Company’s records. The Company shall maintain records that set forth the agreed upon fair market value of each of the assets (other than cash) contributed to the capital of the Company as determined by the contributing Member and the Company.

‘Disability” shall mean a Member or director’s inability (as determined by a physician appointed by the Company) due to accident or physical or mental illness, to adequately and fully perform the duties that the Member or director was performing for the Company when the disability began. If, at any time, the physician appointed by the Company makes a determination with respect to a Member or Member’s disability, determination shall be final, conclusive, and binding upon the Company, the Member or director, and their successors in interest.

“Code or IRC” shall mean Internal Revenue Code of 1986 as amended, modified, or rescinded from time to time; or similar provision of succeeding law.

“Incapacity or Incapacitated” shall mean the adjudicated incompetency or death of an individual Member or director or dissolution of the entity comprising any Member or director, and shall also include the death of an individual Member when that Member has transferred all or any part of such Member’s Interest to an entity with an extended life (e.g., corporation or trust).

“Interest” shall mean the entire ownership Interest (which may be expressed as a percentage or in terms of Units) of a Member in the Company, Including the rights and obligations of the Member under this Agreement and Act.

“Member or Members” shall have the meaning set forth in the first paragraph hereof.

“Manager” shall mean the Board of Directors.

“Person” shall mean an individual, corporation, partnership, limited liability Company, joint stock Company, trust, association, unincorporated entity, or any division thereof.

“Representative” shall mean a person’s executor, administrator, committee, or analogues fiduciary.

“Member Nonrecourse Debt” shall mean “partner nonrecourse debt” as defined in treasury regulations section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” shall mean the sum of each Member’s share of “minimum gain” attributed to a “partner nonrecourse debt”, as those terms are used in treasury regulations section 1.704.2(i)(2).

“Member Nonrecourse Deductions” shall mean “partner nonrecourse deduction” as defined in treasury regulations section 1.704-2(1)(2).

“Minimum Gain” shall mean “partnership minimum gain” as defined in treasury regulations section 1.074-2(b)(2).

“Net cash flow” shall mean for any fiscal year (a) the sum of (i) all cash receipts of the Company from any sources for such period other than capital contributions or loan proceeds, and (ii) any funds released by the Board of Directors from previously established reserves less (b) the sum of (i) all cash expenditures of the Company for such period not funded by capital contributions or loan proceeds and not paid out of previously established reserves and (ii) a reasonable reserve for future expenditures as determined by the Board of Directors.

“Net Profits” shall mean the Company’s taxable income minus the Company’s tax losses for the applicable period.

“Participating Percentage” shall mean with respect to a particular Member, the number of Units of membership in the Company owned by such person divided by the aggregate number of issued and outstanding Units of membership in the Company, adjusted as required by this Agreement. Distributions or allocations made in proportion to or in accordance with the participating percentages of the Members shall be based upon relative participating percentages as of the record date for distributions and in accordance with IRC section 706(c) and (d).

“Taxable Income” and “Tax Losses” shall mean for each fiscal year of the Company, the Company’s taxable income or loss for such fiscal years to be determined in accordance with IRC section 703(a) with adjustments made as determined by the Board of Directors as allowed by the IRC.

“Units” shall mean the units of ownership in the Company set forth in records maintained by the Company, which shall be amended to reflect any additional Members and any changes in the Members’ Units. Except as otherwise provided in this Agreement, each unit shall entitle the owner thereof to one vote on each matter on which Members are entitled to vote pursuant to the terms of this Agreement.

ARTICLE 4

BUSINESS OF THE COMPANY

The business of the Company shall be any and all activities that limited liability companies are authorized to conduct under the laws of the Commonwealth of Illinois. It is the intention of the Members that the Company be treated as a partnership for federal, state, and local income tax purposes, and the Members agree not to take any position or make any election, in a tax return or otherwise, inconsistent with such treatment; provided however, the filing of federal, state, and local tax returns shall not be construed to create a partnership (other than for tax purposes) among the Members.

ARTICLE 5

MEMBERS AND MEMBERSHIP INTERESTS

5.1 Initial Members. The names and business addresses of the initial Members are set forth on Annex “A”.

5.2 Additional Members. The Company may admit additional Members, as opposed to transferee members from time to time, by the decision of the Board of Directors, upon the terms and for the consideration determined by the manager, and such additional Members shall have all the rights of a Member that was approved, in accordance with this Agreement, as a substituted Member. The records of the Company shall be amended to reflect any changes in the Company’s membership. A prerequisite to admission to membership in the Company shall be the written Agreement by the additional Member to be bound by the terms of this Agreement.

5.3 No Liability of Members or Directors. No Member or director shall have personal liability for the obligations or liabilities of the Company. Except as otherwise specifically provided In this Agreement, no Member, after such Member’s admission to the Company, shall be obligated to contribute additional funds or property, or loan money, to the Company.

5.4 Title to Property. All real and personal property owned by the Company shall be owned by the Company as an entity and no Member shall have any ownership interest in such property in his or her individual name or right, and each Member’s Interest in the Company shall be personal property for all purposes. Except as otherwise provided in this Agreement, the Company shall hold all of its real and personal property in the name of the Company and not In the name of any Member.

5.5 Removal of Members. Except as otherwise provided in this Agreement, no Member shall be removed from membership in the Company without a vote of the Members holding a majority of the voting rights of the Company.

5.6 Fiduciary Duties of Members. To the fullest extent permitted by law, each Member hereby agrees to (a) waive any fiduciary duties or personal liability that any other Member may have to the Company or such Member, whether such duties or liability would arise otherwise in such other Member’s capacity as a Member, manager, officer, or director, and (b) eliminate any personal liability any other Member may have to the Company or such Member.

5.7 Certificates. Interests in the Company shall be evidenced by certificates, which shall be signed by an officer or director of the Company.

ARTICLE 6

PRINCIPAL OFFICE

The principal office and place of business of the Company shall be located 435 Davis Mine Road, Sturgis, Illinois 42459. The Company may have such other or additional offices as the Board of Directors deems advisable.

ARTICLE 7

TERM

The term of the Company shall begin on the date the Company’s Articles of Organization are filed with the Illinois Secretary of State, and shall continue until dissolution in accordance with the terms of this Agreement.

ARTICLE 8

CAPITAL AND CONTRIBUTIONS

8.1 Initial Contributions. The initial Members shall make the initial contributions set forth in the records of the corporation.

8.2 Interest on Capital. No Member shall be paid interest on any capital contribution or capital account.

8.3 Capital Accounts. A separate capital account shall be maintained by the Company for each Member In accordance with treasury regulations section 1.704-1(b)(2)(iv). There shall be credited to each Member’s capital account: (a) the amount of money contributed by such Member to the Company; (b) the fair market value of property contributed by such Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under IRC section 752); and (c) allocations to such Member of taxable income. Each Members capital account shall be decreased by: (i) the amount of money distributed to such Member by the Company; (ii) the fair market value of the property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to IRC section 752); and (iii) allocations to such Member of tax losses.

8.4 Withdrawal and Return of Capital. Except as expressly provided in this Agreement, no Member shall be entitled to withdraw any part of such Member’s capital contribution or capital account, or to receive any distribution from the Company.

8.5 Revaluation of Company Property. If there shall occur ‘(a) an acquisition of an interest from the Company for more than a de minimis capital contribution, or (b) a distribution (other than a de minimis distribution) to a Member in redemption of all or part of a Member’s Interest, then the Company shall revalue the assets of the Company at their then fair market value and adjust the capital accounts in the same manner as in the case of a property distribution. If there is a revaluation, then capital accounts shall hereafter be adjusted for allocations of depreciation (cost recovery) and gain or loss in accordance with the provisions of treasury regulations sections 1.704-1(b)(2)(iv)(f) and (g), and the Members’ distributive shares of depreciation (cost recovery) and gain or loss shall thereafter be computed in accordance with the principles of IRS section 704(c) and the regulations promulgated thereunder using the traditional method with curative allocations within the meaning of treasury regulations section 1.704-3(c).

ARTICLE 9

DISTRIBUTIONS

9.1 Distributions to the Members. Unless otherwise determined by the Board of Directors, the Company’s net cash flow shall be retained by the Company for reinvestment in the Company’s business, except that, to the extent such net cash flow is available during a taxable year, the Company shall distribute an amount of net cash flow during such taxable year equal to the amount of federal and state income taxes due with respect to the Company’s net profits for the taxable year.

9.2 Distributions of Other Property. The Board of Directors shall determine: (a) whether any distributions, other than distributions of net cash flow, shall be made; and (b) the time of such distributions, if any. Distributions of property to the Members, other than net cash flow and other than distributions in liquidation of all or a portion of the Member’s Units, shall be made among the Members pro rata in accordance with their Units. Any property, other than cash, distributed to a Member for any reason whatsoever shall be valued, and the capital accounts shall be adjusted.

9.3 Timing of Net Cash Flow Distributions. Distributions of net cash flow shall be made quarterly to the extent possible, or on or prior to the date the Members are required to make estimated tax payments for the previous quarter.

ARTICLE 10

ALLOCATION OF PROFITS AND LOSSES FOR TAX PURPOSES

Taxable income and tax losses shall be allocated among the Members in accordance with their Units.

ARTICLE 11

BOOKS OF ACCOUNT, RECORDS, AND REPORTS

11.1 Responsibility for Books of Account and Records. Proper and complete books of account and records shall be kept by the Board of Directors in which shall be entered fully and accurately all transactions and matters relative to the Company’s business as are usually entered into books of account and records maintained by persons engaged in businesses of a like character. The Company’s books of account and records shall be prepared in accordance with the generally accepted accounting principles, consistently applied, except that the books of account and records shall be kept on the cash basis except in circumstances in which the Board of Directors determines that another basis of accounting will be in the best interest of the Company. The books of accounts and records shall, at all times, be maintained at the principal place of business of the Company, and shall be open to the inspection and examination of the Members or their duly authorized representatives during reasonable business hours, and any Member may, at such Member’s own expense, examine and make copies of the books of account and records of the Company.

11.2 Reports. The Board of Directors may prepare or cause to be prepared and deliver or caused to be delivered to the Members from time to time during each fiscal year, in connection with distributions or otherwise, unaudited statements showing the results of the Company’s operations to the date of that unaudited statement.

ARTICLE 12

FISCAL YEAR

The fiscal year of the Company shall end on December 31 of each year.

ARTICLE 13

THE COMPANY’S FUNDS

The Company’s funds shall be deposited into such bank accounts, or invested in such interest-bearing or non-interest-bearing investments, as shall be designated by the Board of Directors. All withdrawals from such bank accounts shall be made by an authorized officer. The Company’s funds shall be held in the name of the Company and shall not be commingled with those of any other person.

ARTICLE 14

MANAGEMENT OF THE COMPANY

14.1 Members.

(a) No Member shall have the power or authority to bind the Company unless the Member has been authorized in writing by an authorized officer of the Company to Act as an agent of the Company.

(b) Meetings of the Members shall be held at such times and places as are set by the Board of Directors. Meetings of the Members may be called by the Board of Directors or by any Member or Members owning interest constituting 51 percent of the Units upon at least ten (10) days prior written notice to the Members. The notice for a meeting shall state the purpose or purposes of such meeting and shall provide the time and place of such meeting, which shall be at the Company’s principal office unless the Members unanimously consent to a different location. A Member may waive any notice required by this Agreement before or after the date and time stated in the notice. The waiver shall be in writing and be delivered to the Company for inclusion in the minutes or filing with the Company’s records. Attendance at a meeting shall constitute a waiver of any objection as to lack of notice or defective notice of the meeting, unless the Member, at the beginning of the meeting, objects to holding the meeting or transacting business at the meeting.

(c) A quorum of the Members shall consist of Members holding interest constituting a majority of the Units. If a quorum is present when a vote is taken, which shall be a prerequisite to the taking of any action of the Members at a meeting, then the affirmative vote of a majority of the Units held by the Members in attendance at the meeting and having voting rights (or such greater percentage as is required by this Agreement or nonwaiveable provision of the Act) shall be the Act of the Members.

(d) Meetings may be held by any means of communication by which all the Members participating may simultaneously hear each other during the meeting. Actions of the Member may be taken by written action executed by Members holding Units constituting a majority (or such greater percentage as is required by this Agreement or nonwaiveable provision of the Act) of the vote held by Members holding voting rights.

14.2 Approval Rights. Each Member will have Approval Rights.

Actions which require the unanimous approval of the Members will include the following:

(i)

a Capital Event;

(ii)

the designation of the liquidating trustee in a dissolution and winding up of the Company;

(iii)

changes in the scope of business activities or area of operations of the Company;

(iv)

approval of an annual budget and five year business plan;

(v)

unbudgeted capital expenditure in excess of $25,000 or that have no budgeted offsets;

(vi)

major expenditures in excess of $250,000;

(vii)

coal supply agreements with commitments longer than 12 months or for more than 25,000 tons per month;

(viii)

contracts with commitments longer than 12 months and for amounts in excess of $250,000;

(ix)

contracts or other arrangements between the Company and related parties;

(x)

commencement or settlement of litigation involving the Company;

(xi)

appointment or dismissal of the President/Chief Executive Office of the Company;

(xii)

any guarantees or borrowings of the Company other than normal trade payables;

(xiii)

any sales of the Company’s assets with an aggregate value greater than $50,000;

(xiv)

adoptions or amendments to employee compensation and benefit plans;

(xv)

approval of all Company tax returns prior to filing;

(xvi)

approval of any Company labor contracts;

(xvii)

any question of business ethics involving the Company;

(xviii)

any merger, consolidation, dissolution or sale of all or a substantial portion of the assets of the Company;

(xix)

the acquisition by the Company of any interest in a corporation, partnership, joint venture;

(xx)

determination of required reserves in connection with the calculation of Net Cash Flow available for Distribution;

(xxi)

any other matters which could have a material effect on the business of the Company or its prospects;

(xxii)

the admission of a new Member;

(xxiii)

any additional mandatory Capital Contributions;

(xxiv)

the expulsion of a Member;

(xxv)

a voluntary withdrawal of a Member;

(xxvi)

any of the approvals described in Article 15, Transfers of Interests;

(xxvii)

a voluntary dissolution of the Company;

(xxviii)

a merger or consolidation with another person;

(xxix)

authorization for any transaction, agreement or action unrelated to the Company’s purpose as set forth in the Articles of Organization, that otherwise contravenes this Agreement;

(xxx)

the continuation of the Company after an Involuntary Transfer;

(xxxi)

any amendment to this Agreement;

(xxxii)

to borrow money and to issue notes, bonds, and other obligations and to secure any of the same by mortgage or pledge of Company property or income;

(xxxiii)

to lend money, to invest and reinvest the Company’s funds, and to receive and hold property as security for repayment;

(xxxiv)

to open bank accounts and designate the number and identity of the individuals authorized to write checks and make withdrawals of funds;

(xxxv)

to pay, collect, compromise, arbitrate, prosecute or defend legal action with respect to, or otherwise adjust, claims or demands of or against the Company; or

(xxxvi)

to indemnify any person.

14.3 Board of Directors.

(a) The business and affairs of the Company shall be managed by its Board of Directors. The Board of Directors shall constitute the “manager” of the Company as contemplated under the Act. Except for situations in which the approval of the Members is expressly required in this Agreement or by nonwaivable provisions of the Act, all powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board of Directors.

(b) The Board of Directors shall consist of two (2) directors. The initial directors are appointed herein. The term of the director shall continue until such director’s successor is elected or appointed and qualifies or until there is a decrease In the number of directors. The exact number of the Company’s directors may be fixed, increased, or deceased from time to time by resolution adopted by a majority of the votes held by Members having voting rights. A decrease in number of directors shall not shorten an incumbent’s term.

(c) A director may resign at any time by delivering written notice to the Board of Directors, its chairman, or to the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. A director shall be deemed to have resigned effective upon the death or incapacity of such director.

(d) One or more directors may be removed, with or without cause, by a majority of the votes held by the Members holding voting rights.

(e) If a vacancy occurs on the Board of Directors, Including a vacancy resulting from an increase in the number of directors, then (i) the Members may fill the vacancy by a majority of the votes held by the Members having voting rights, (ii) the Board of Directors may fill the vacancy, or (iii) if the directors remaining in office constitute fewer than a quorum of the Board of Directors, then they may fill the vacancy by an affirmative vote of a majority of all directors remaining in office.

(f) Meetings of the Board of Directors may be called by any director. Notice of the time and place of each meeting of the directors shall be either: (i) telephoned or personally delivered to each director at least 48 hours before the time of the meeting; or (ii) mailed to each director at such director’s last known address at least 96 hours before the time of meeting. In each case, the person calling the meeting shall be responsible for providing notice. Notice may be waived by a director in writing. A director’s attendance at or participation in a meeting shall waive any required notice to him of the meeting. No action shall be taken at a meeting of the Board of Directors where proper notice has not been given or waived. Actions by the Board of Directors may be taken in lieu of a meeting by written action executed by a majority (or such greater percentage as is required by this Agreement or nonwaivable provisions of the Act) of the directors. The Board of Directors may permit any or all directors to participate in a meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.

(g) A quorum of the Board of Directors shall consist of a majority of the directors in office immediately before the meeting begins. If a quorum is present when a vote is taken, which shall be a prerequisite to the taking of any action by the Board of Directors at a meeting, then the affirmative vote of a majority (or a greater percentage as is required by the Agreement or nonwaivable provisions of the Act) of directors present shall be the Act of the Board of Directors. A director who is present at a meeting of the Board of Directors when action is taken shall be deemed to have assented to the action taken unless (i) the director objects at the beginning of the meeting (or promptly upon the director’s arrival) to holding it or transaction of business at the meeting, (ii) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting, or (iii) the director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment, or to the Company immediately after adjournment of the meeting. The right of dissent or abstention shall not be available to a director who votes in favor of the action taken.

(h) The Board of Directors may fix the compensation of the directors.

(i) The following persons shall serve as the initial Board of Directors: Stephen Short and Heath Lovell.

(j) The Board of Directors shall not have the authority, without the approval of a unanimous vote of all of the Members, to undertake the following:

(i)

causing the Company to dissolve or sell all or substantially all of its assets;

(ii)

causing the Company to enter into any merger, consolidation, joint venture, or similar transaction with any person;

(iii)

causing a distribution of the Company’s net cash flow to the Members;

(iv)

increasing the number of authorized Units; or

(v)

making, altering, amending, or rescinding this Agreement or the Company’s Articles of Organization.

(k) To the extent not prohibited by this Agreement or by nonwaiveable provisions of the Act or other federal, state, or local laws, each Member hereby:

(i)

agrees and acknowledges that any Member or director of the Company, as applicable, who has a direct or indirect interest in a transaction Involving the Company, shall be entitled to vote on such transaction, regardless of such interest; and

(ii)

waives any objection he/she may have to the right of a director or Member to vote on a transaction involving the Company in which such director or Member has an interest.

(I) The Board of Directors shall appoint from among their Members a chairman, who shall preside at meetings of the Board of Directors. The initial chairman shall be Stephen Short.

14.4 Officers.

(a) The Company shall have a president/chief executive officer, a secretary and a treasurer, and may have one or more vice presidents, all of whom shall be appointed by the Board of Directors, and who shall serve at the pleasure of the Board of Directors. The Company may also have such other officers as the Board of Directors may deem necessary, all of whom shall be appointed by the Board of Directors or appointed by an officer or officers authorized by it.

(i)

The president shall have:

(A)

general charge and authority over the business of the Company, subject to the Board of Directors;

(B)

authority to preside at all meetings of the Board of Directors;

(C)

authority acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Company, Including without limitation, any deed or lease or mortgage conveying title to any real estate owned by the Company and any contract for the sale or other disposition of any such real estate; and

(D)

such other powers and duties as the Board of Directors may assign.

(ii)

The vice president, or if there be more than one vice president, the vice presidents in the order of their seniority by designation (or if not designated, in the order of their seniority of election), shall perform the duties of the president/chief executive officer in his or her absence. The vice president shall have such other powers and duties as the Board of Directors or the president/chief executive officer may assign to them.

(iii)

The secretary shall:

(A)

issue notices of all meetings for which notice is required to be given;

(B)

have responsibility for preparing minutes of the directors and Members meetings for authenticating records of the Company;

(C)

have charge of the Company’s record books; and

(D)

have such other duties and powers as the Board of Directors or the chairman may assign.

(iv)

The treasurer shall:

(A)

keep accurate and correct accounts of the Company’s affairs and transactions; and

(B)

have other duties and powers as the Board of Directors or the chairman may assign.

(v)

Others officers and agents of the Company shall have such authority and perform such duties in the management of the Company as the Board of Directors or the president/chief executive officer may assign to them.

(vi)

The initial officers of the Company shall be as follows:


Stephen Short -		President and Chief Executive Officer
Marla McElroy -		Secretary & Treasurer
Heath A. Lovell -		Vice President

14.5 Time to be Devoted to Business. The Board of Directors shall devote such time to the Company’s business as the Board of Directors, in their reasonable discretion, shall deem to be necessary to manage and supervisor the Company’s business and affairs in an efficient manner; but nothing in this Agreement shall preclude the employment, at the expense of the Company, of any agent or third party to manage or provide other services In respect to the Company’s business.

14.6 Other activities and competition. No director shall be required to manage the Company as such director’s sole and exclusive function and any Member may have other business interests and may engage in other activities in addition to those relating to the Company.

14.7 Liability. No director shall be liable, responsible, or accountable in damages or otherwise to the Company or any Member for any action taken or failure to Act on behalf of the Company within the scope of the authority conferred on the Board of Directors by this Agreement or by law, unless such Act or omission was performed or omitted fraudulently, or in bad faith, or constituted gross negligence.

14.8 Indemnification. The Company shall indemnify, defend, and hold harmless each director, officer, and Member (each an “indemnified party”) from and against any loss, expense, damage, or injury suffered or sustained by such indemnified party by reason of any acts, omissions, or alleged acts or omissions arising out of such indemnified party’s activities on behalf of the Company or in furtherance of the interests of the Company, including, but not limited to, any Judgment, award, settlement, reasonable attorney’s fees, and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claim if the acts, omissions, or alleged acts or omissions upon which such actual or threatened action, proceeding, or claim is based were for a purpose reasonably believed to be in the best interests of the Company and were not preformed 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. Any such indemnification will only be from the assets of the Company.

ARTICLES 15

TRANSFER OF INTERESTS

15.1 Incapacity. After a Member becomes incapacitated, such Member’s representative shall give the other Members and the Company an irrevocable option to purchase an incapacitated Member’s Interest. That Member who holds the greatest number of Units in the Company shall have the first option to purchase. Should that Member not exercise his or her option, then the Member holding the next greatest number of Units shall have the option to purchase. The option to purchase shall be granted to each Member in the order of their ownership of Units until a Member exercises said first option. Should no Member exercise their option in the order as herein set forth, then the Company shall be required to redeem an Incapacitated Member’s Interest. However, the Company shall not be required to redeem an incapacitated Member’s Interest if the remaining Members elect to dissolve the Company. Nothing in this Agreement shall preclude the employment, at the expense of the Company, or any agent or third party to manage or provide other services in respect of the Company’s business. The purchase price shall be the contract price as defined herein, and shall be payable at the time and in the manner defined herein.

15.2 Bankruptcy.

(a) Upon the bankruptcy of any Member, that Member and such Member’s representative, if any, shall become an inactive Member and all acts, consents, and decisions with respect to the Company shall thereafter be made by the other Members. The inactive Member shall, nonetheless, remain liable for such Member’s share of any contributions or loans to the Company as provided herein, and shall be entitled to receive such Member’s share of taxable income, tax losses, and net cash flow. The inactive Member shall be deemed to have given the Company and the other Members an Irrevocable option to purchase the inactive Member’s Interest as set forth herein. If the Company and the other Members do not purchase the inactive Member’s Interest, then the inactive Member shall remain as such.

(b) For 180 days from and after the date a Member becomes an inactive Member, the other Members and the Company shall have an irrevocable option to purchase the inactive Member’s Interest. That Member who holds the greatest number of Units In the Company shall have the first option to purchase. Should that Member not exercise his or her option, then the Member holding the next greatest number of Units shall have the option to purchase. The option to purchase shall be granted to each Member in the order of their ownership of Units until a Member exercises said first option. Should no Member exercise their option in the order as herein set forth, then the Company shall have an irrevocable option to redeem an inactive Member’s Interest. If any of the other Members elect to purchase the inactive Member’s Interest as herein provided, or should the Company purchase the inactive Member’s Interest, such parties shall notify the inactive Member or such inactive Member’s representative, of such parties’ intention to do so within said 180 day period, and the inactive Member’s Interest shall be purchased by the other Members or the Company at that time. The purchase

price of an inactive Member’s Interest purchased pursuant to this paragraph shall be the contract price as defined herein, and shall be payable at the time and in the manner specified herein.

15.3 Adjustment of Participating Percentages. To the extent a Member’s Interest Is redeemed by the Company, the participating percentages of the remaining Members shall be immediately recalculated so that each Member’s participating percentage is increased by a pro rata amount so that the aggregate participating percentages of all of the remaining Members equals 100 percent.

15.4 Restrictions on Transfer.

(a) No Member shall sell, assign, pledge, hypothecate, bequeath, give away, or transfer by operation of law or otherwise all or any part of such Member’s Interest (collectively “transfer”) except in compliance with this article. The transfer of any Member’s Interest, in whole or in part, whether or not in compliance with this Agreement, shall not release the transferring Member from said Member’s obligations hereunder unless the transferee of such interest is approved as a substituted Member by Members-holding the majority of the Units and the transferee, in writing, assumes the obligations of the transferring Member and acknowledges and agrees to be bound by this Agreement. Any Member who attempts to transfer such Members Interest in violation of this Agreement, whether by operation of law or otherwise, shall be deemed to have become an inactive Member who shall cease to have any voice in the conduct of the Company’s affairs and shall further be deemed to have granted the Company the option to purchase such Member’s Interest at the contract price (defined below). If approved, transfer pursuant to this paragraph shall confer upon the transferee the right to become a substituted Member, in the following manner and subject to the following conditions:

(i)

Each transfer shall be effective as of the day that the Board of Directors approves the transfer.

(ii)

No transfer shall be effective if the transfer would, in the opinion of counsel to the Company, result in the termination of the Company for purpose of the IRC.

(iii)

No transfer to a minor or incompetent shall be effective in any respect, except that this limitation shall not apply to a transfer in trust for the benefit of a minor or in a custodianship under the Uniform Transfers to Minor Act or similar legislation.

(iv)

Each transferee shall agree in writing to be bound by the terms of this Agreement.

(b) The transferee of an interest, who is not approved as a substituted Member by Members holding a majority of the Units, shall have no right to: (i) vote, interfere, or participate in the management or administration of the Company’s business or affairs, (ii) request any information on or an accounting of the Company’s transactions; or (iii) inspect the Company’s books of accounts or records. Such transfer merely entitles the

transferee to receive the share of distributions, income, and losses to which the transferring Member would otherwise be entitled, and the transferee shall have only those rights specified in the Act, and the transferring Member shall remain liable for such Member’s obligations, if any, under this Agreement.

15.5 Right of First Refusal. If a bona fide offer, in writing, signed by the offeror, shall have been made to a Member for the purchase of all or any portion of such Member’s Interest (the “offeree Member”) and such Member desires to accept the offer, then a true copy of such offer shall be forwarded to the Company’s other Members. Such other Members shall have the right, in proportion to their participate percentages, or In such other proportions as they may agree, (including through redemption of the interest by the Company) to be exercised by written notice to such effect within 90 days after receipt of the offer by them, to purchase the offeree Member’s Interest on the same terms and conditions as are contained in the offer. Such notice of acceptance shall set the closing date for the consummation of the transaction, which shall not be for a date beyond 90 days from the mailing of such acceptance by them, or be on the date of closing in the offer, whichever date is later, and shall also set forth the time and place of closing, which shall be at the Company’s principal office, during usual business hours. If the other Members do not send a notice of acceptance to the offeree Member within the prescribed time for the purchase of the offeree Member’s Interest, or are not ready, willing, and able to consummate the purchase on the closing date, then the offeree Member shall have the right to sell his or her interest to the offeror, provided that such sale is consummated within 180 days after the date of the receipt of the original bona fide offer by the non transferring Members, and further provided, that such sale is made strictly in accordance with the terms of the offer and on no more favorable terms to the offeror.

15.6 Assignees/Transferees Bound by this Agreement. Any assignee or person admitted to the Company as a substituted Member shall be subject to and bound by all provisions of this Agreement as if originally a party to this Agreement.

15.7 Contract Price.

(a) The “contract price” shall equal the fair market value of the transferring Member’s Interest as of the date of the event triggering the transfer. The fair market value shall be determined within 30 days after the event triggering the transfer by Agreement among the Members, or if no Agreement can be reached, then by an appraisal of the fair market value of the Member’s Interest, taking into account the terms of this Agreement and restriction on such Member’s Interest as set forth in this Agreement and Act.

(b) If the appraisal of an interest is required pursuant to this paragraph, then the Board of Directors shall select an appraiser. The cost of the appraiser shall be split between the transferring Member and the Company. The decision of the appraiser shall be final and binding upon the Members and the Company.

15.8 Time and Manner of Payment. Any interest transferred to the Company or the other Members pursuant to Article 15 shall be paid for at the purchaser’s option all in cash at the time the interest is transferred. The closing on the transfer of any interest shall occur within 30 days after determination of the contract price, unless otherwise specified herein, or in that option or offer.

ARTICLE 16

DISSOLUTION OF THE COMPANY

The occurrence of any one of the following events, as provided below, shall cause a dissolution of the Company:

(a) The Company shall be dissolved upon the written consent of a Member or Members holding 51 percent or more of the Units authorizing the dissolution of the Company.

(b) No event of dissolution of a Member or a director under the Act, or event of dissolution under the Act shall cause a dissolution of the Company.

ARTICLE 17

WINDING UP; LIQUIDATING DISTRIBUTIONS; TERMINATIONS

17.1 Winding up.

(a) In the event of the dissolution of the Company for any reason, then the Board of Directors shall commence to wind up the affairs of the Company and to liquidate the Company’s assets. The Members shall continue to share profits and losses during this period. The Board of Directors shall determine whether the Company’s assets are to be sold or distributed to the Members in dissolution of the Company. If the Company’s assets are distributed to the Members, then all such assets shall be valued at their then fair market value as determined by the Board of Directors and the difference, if any, of such fair market value over (or under) the adjusted basis of such assets to the Company shall be credited (or charged) to the capital accounts of the Members. Fair market value shall be used for purposes of determining the amount of any distribution to a Member pursuant to paragraph 17.2.

(b) If the Board of Directors is unable to agree on the fair market value of any Company asset, then the fair market value shall be determined by a qualified independent appraiser selected by the Board of Directors, or, if no appraiser can be agreed upon by the Board of Directors, then selected by the Company’s regularly employed accounting firm.

17.2 Liquidating Distributions. Subject to the right of the Board of Directors to set up such cash reserves as may be deemed necessary for any contingent or unforeseen liabilities or obligations of the Company, the proceeds of the liquidation and any other funds of the Company shall be distributed to:

(a) Creditors, in the order of priority as provided by law, including, to the extent permitted by law, Members who are creditors;

(b) The Members as creditors, to the extent they did not receive distributions pursuant to paragraph 17.2(a), and to Members in satisfaction of the Company’s liability for distributions;

(c) The Members in proportion to their respective capital accounts until they have received an amount equal to their capital accounts immediately prior to such disposition, but after adjustment for gain or loss with respect to the disposition of the Company’s assets Incident to the dissolution of the Company and the winding up of its affairs, whether or not the distribution occurs prior to the dissolution of the Company; and

(d) The Members in accordance with their participating percentages.

17.3 Rights of the Members. Each Member shall look solely to the Company’s assets for all distributions with respect to the Company, his or her capital contribution (including the return thereof), and share of profits, and shall have no recourse therefore (upon dissolution or otherwise) against any other Member.

17.4 Termination. Upon complete liquidation of the Company and distribution of all Company funds, the Company shall terminate.

ARTICLE 18

MISCELLANEOUS

18.1 Notices. All notices, approvals, consents, and demands required or permitted under this Agreement shall be in writing and sent by hand delivery, facsimile, overnight mail, certified mail, or registered mall, postage prepaid, to the Members at their addresses as shown from time to time on the records of the Company, and shall be deemed given when delivered by hand delivery, transmitted by facsimile or mailed by overnight, certified, or registered mail. Any Member may specify a different address by notifying the other Members and the Company in writing of the different address.

18.2 Governing Law. This Agreement and the rights of the parties to this Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Illinois, without regard to or application of its conflict of laws principles.

18.3 Benefit and Binding Effect. Except as otherwise specifically provided in this Agreement, this Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement, and their legal representatives, heirs, administrators, executors, successors, and permitted assigns.

18.4 Pronouns and Number. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine, or neuter gender shall include the masculine, feminine, and neuter gender.

18.5 Headings, Annexes, and Schedules. The headings contained in this Agreement are Inserted only as a matter of convenience, and in no way define, limit, or extend the scope or intent of this Agreement or any provision of this Agreement. The annexes and schedules to this Agreement are incorporated into this Agreement by this reference and expressly made a part of this Agreement.

18.6 Partial Enforceability. If any provision of this Agreement, or the application of any provision to any person or circumstance shall be held invalid, illegal, or unenforceable, then the remainder of this Agreement, or the application of that provision to persons or circumstances other than those with respect to which It Is held invalid, illegal, or unenforceable, shall not be affected thereby.

18.7 Previous Agreements. This Agreement shall supersede all previous agreements of the parties to this Agreement with respect to the matters to which this Agreement pertains.

18.8 Enforcement. In the event of a breach or threatened breach by a Member of any of the provisions of this Agreement, the Company shall be entitled to obtain a temporary restraining order and temporary and permanent injunctive relief without the necessity of proving actual damages by reason of such breach or threatened breach, and to the extent permissible under the applicable statues and rules of procedure, a temporary injunction or restraining order may be granted immediately upon the commencement of any such suit and without notice. Nothing in this Agreement may be construed as prohibiting the Company from pursuing any other remedy or remedies, including without limitation, the recovery of damages. The Company shall have the right to set off any such damages against any amounts otherwise payable by it to the Member under this Agreement or otherwise. Each Member further covenants and agrees to indemnify and hold the Company harmless from and against all costs and expenses, including legal or other professional fees and expenses Incurred by the Company in connection with or arising out of any proceeding instituted by the Company against the Member to enforce the terms and provisions of this Agreement if the Company is successful in whole or in part in such proceeding.

18.9 Scope. If any one or more of the provisions of this Agreement shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity, or subject, each such provision shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law then in force.

18.10 No Waiver. No waiver by any party to this Agreement at any time of a breach by any other party of any provision of this Agreement to be performed by such other party shall be deemed a waiver of any similar or dissimilar provisions of this Agreement at the same or any prior or subsequent time.

18.11 Amendments. Any amendments to this Agreement or the Company’s Articles of Organization shall be in writing.

18.12 No Third-Party Beneficiary. It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of the Agreement to make the public, or any Member thereof, a third-party beneficiary under the Agreement, or to authorize anyone not a party to this Agreement to maintain a suit for damages pursuant to the terms or provisions of this Agreement. The duties, obligations, and responsibilities of the parties to this Agreement with respect to third parties shall remain as imposed by law.

18.13 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

18.14 Partition. The Members agree that the Company’s assets are not and will not be suitable for partition. Accordingly, each of the Members irrevocably waives any and all right such Member may have to maintain any action for partition of any of the Company’s assets. No Member shall have any right to any specific assets of the Company upon the liquidation of, or any distribution from the Company.

18.15 Representations and Warranties of the Members. Each Member warrants, represents, agrees, and acknowledges: (a) that he has adequate means of providing for his own current needs and foreseeable future contingencies and anticipates no need now or in the foreseeable future to sell his interest; (b) that he is acquiring his interest for his own account as a long-term investment and without a present view to make any distribution, resale, or fractionalization thereof; (c) that he and his independent counselors have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment Involved in his acquisition of his interest and they have evaluated the same; (d) that he is able to bear the economic risks of such Investment; (e) that he and his independent counselors have made such investigations of the Company (including its business prospects and financial condition) and the Members, have had access to all information regarding the Company and the Members, and have had an opportunity to ask all of the questions regarding investment therein; (f) that in connection with his acquisition of an interest, he has been fully informed by his Independent counsel as to the applicability of the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and all applicable state securities or “blue sky” laws to his interest; and (g) that he understands that: (i) his interest is not registered under the Securities Act or any state securities law, (ii) there is no market for his interest and he will be unable to transfer his interest unless such is so registered or unless the transfer complies with an exemption from such registration (evidence of which must be satisfactory to counsel for the Company), (iii) such interest cannot be expected to be readily transferred or liquidated, and (iv) his acquisition of an interest in the Company involves a high degree of risk.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first set forth above.


		Dodge Hill Holding JV, LLC

		/s/ Stephen Short
		Stephen Short, President


Member Name	Capital Contribution			Units
Dodge Hill Holding JV, LLC		100	%		100

EX-3.23 18 d358187dex323.htm EX-3.23 EX-3.23

Exhibit 3.23

CERTIFICATE OF INCORPORATION

BTU WESTERN RESOURCES, INC.

1. The name of the corporation is: BTU WESTERN RESOURCES, INC.

3. The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware and to hold federal coal leases.

4. The total number of shares of stock which the corporation shall have authority to issue is: 100 SHARES (100) and the par value of each of such shares is: Ten Dollars ($10.00) amounting in the aggregate to One Thousand Dollars ($1,000.00).

5. The name and mailing address of each incorporator is as follow:


NAME		MAILING ADDRESS
Edward L. Sullivan		701 Market Street
		St. Louis, MO 63101

The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:


NAME		MAILING ADDRESS
Ian S. Craig		701 Market Street St. Louis, MO 63101

Roger B. Walcott, Jr.		701 Market Street St. Louis, MO 63101

Gregory H. Boyce		701 Market Street St. Louis, MO 63101

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the corporation.

When and as authorized by the stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall provide.

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and /or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class, of stockholders, of this corporation, as the case may be, and also on this corporation.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 18th day of March, 2004.

/s/ Edward L. Sullivan

Edward L. Sullivan

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

BTU WESTERN RESOURCES, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is:

BTU WESTERN RESOURCES, INC.

2. The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on March 8, 2010.

/s/ Kenneth L. Wagner

Name: Kenneth L. Wagner

Title: Vice President

EX-3.24 19 d358187dex324.htm EX-3.24 EX-3.24

Exhibit 3.24

BTU WESTERN RESOURCES, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE 11

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held in the City of St. Louis, Missouri or at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof

Section 2. Annual meetings of stockholders, shall be held on the second Tuesday of April, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 AM, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten days nor more than thirty days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the, name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten days nor more than thirty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of the majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 12. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by

statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court or Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 13. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

ARTICLE III

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such

time and place shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 3. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 4. Special meetings of the board may be called by the president on one days’ notice to each director, either personally or by mail or by facsimile communication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on the notice on the written request of the sole director.

Section 5. At all meetings of the board, the majority of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 7. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

ARTICLE IV

COMMITTEES OF DIRECTORS

Section 1. The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 2. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

ARTICLE V

COMPENSATION OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE VI

REMOVAL OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE VII

NOTICES

appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile telecommunication.

Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VIII

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 1. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 2. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 1. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 2. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 1. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 2. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of a his transactions as treasurer and of the financial condition of the corporation.

Section 3. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 4. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE IX

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such

manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

ARTICLE X

FIXING RECORD DATE

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record

entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

ARTICLE XI

REGISTERED STOCKHOLDERS

The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE XII

GENERAL PROVISIONS DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE XIII

ANNUAL STATEMENT

The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

ARTICLE XIV

CHECKS

All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

ARTICLE XV

FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors.

ARTICLE XVI

SEAL

The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE XVII

AMENDMENTS

These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

EX-3.25 20 d358187dex325.htm EX-3.25 EX-3.25

Exhibit 3.25

CERTIFICATE OF FORMATION

CABALLO GRANDE, LLC

The name of the limited liability company is Cabello Grande, LLC.

This Certificate of Formation shall be effective immediately upon thing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 10^th day of September, 2009.


/s/ Kenneth L. Wagner
By:		Kenneth L Wagner
Its:		Vice President and Secretary

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is CABALLO GRANDE, LLC

2. The Registered Office of the limited liability company in the State of Delaware is changed to 2711 Centerville Road, Suite 400 (Street), in the City of Wilmington Zip Code 19808. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporation Service Company


By:		/s/ Kenneth L. Wagner
		Authorized Person

Name:		Kenneth L. Wagner
		Print or Type

EX-3.26 21 d358187dex326.htm EX-3.26 EX-3.26

Exhibit 3.26

LIMITED LIABILITY COMPANY AGREEMENT OF

CABALLO GRANDE, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Caballo Grande, LLC (the “LLC”), dated as of September 10, 2009, is made by Peabody Electricity, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (the “Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State on September 10, 2009;

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Caballo Grande, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall initially contribute capital to the LLC in the amount of $1000. The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7. INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The provisions of this Section 7 shall be deemed to be a contract between the LLC and the Member and between the LLC and each director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or of the Member who serves in such capacity at any time while this Section 7 and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any Claim then or theretofore existing, or any Claim thereafter brought or threatened based in whole or in part on any such state of facts.

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon farther written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

Except as specifically provided in Section 7.3, the provisions of this Section 7 are for the benefit of the Indemnitees only, and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. ASSIGNMENT OF MEMBERSHIP INTEREST

The Member may assign in whole or in part its membership interest in the LLC. If the Member assigns all of its membership interest in the LLC, the transferee shall be automatically be admitted as a member of the LLC and immediately following such admission the transferor member shall cease to be a member of the LLC.

10. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

11. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

PEABODY ELECTRICITY, LLC

By: /s/ Kenneth L. Wagner

Name: Kenneth L. Wagner

Its: Vice President and Secretary

Being the Sole Member of

CABALLO GRANDE, LLC

EX-3.27 22 d358187dex327.htm EX-3.27 EX-3.27

Exhibit 3.27

CERTIFICATE OF FORMATION

CASEYVILLE DOCK COMPANY, LLC

The name of the limited liability company is Caseyville Dock Company, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 11th day of December 2006.


By:		/s/ Joseph W. Bean
Joseph W. Bean, Authorized Person

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is CASEYVILLE DOCK COMPANY, LLC

2. The Registered Office of the limited liability company in the State of Delaware is changed to 2711 Centerville Road, Suite 400 (street), in the City of Wilmington Zip Code 19808. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporation Service Company


By:		/s/ Kenneth L. Wagner
		Authorized Person

Name:		Kenneth L. Wagner
		Print or Type

EX-3.28 23 d358187dex328.htm EX-3.28 EX-3.28

Exhibit 3.28

LIMITED LIABILITY COMPANY AGREEMENT OF

CASEYVILLE DOCK COMPANY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Caseyville Dock Company, LLC (the “LLC”), dated as of December 11, 2006, is made by Midwest Coal Resources, LLC (the “Member”), a Delaware limited liability company as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1

Formation of LLC; Certificate of Formation

The Member hereby acknowledges the formation of the LLC as a limited liability company pursuant to the Act by virtue of the filing of a Certificate of Formation ith the Delaware Secretary of State on December 11, 2006.

1.2

Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Caseyville Dock Company, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3

Place of Business

1.4

Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1

Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2

Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1

Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2

Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3

Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1

Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2

Officers

7.	INDEMNIFICATION

7.1

Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2

Expenses

7.3

Other Rights

7.4

Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such lndemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5

Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6

Other Persons

7.7

Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1

Effect of Dissolution

8.2

Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the

8.3

Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

Midwest Coal Resources, LLC

/s/ Walter L. Hawkins

By: Walter L. Hawkins, Jr.

Its: Vice President and Treasurer

EX-3.29 24 d358187dex329.htm EX-3.29 EX-3.29

Exhibit 3.29

CERTIFICATE OF FORMATION

Peabody Development Land Holdings, LLC

1. The name of the limited liability company is Peabody Development Land Holdings, LLC

2. The address of Its registered office in the State of Delaware is Corporation Trust Center, 1208 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Peabody Development Land Holdings, LLC this 19th day of November, 1999



		/s/ James C. Sevem
		James C. Sevem Assistant Secretary / Authorized Person

CERTIFICATE OF AMENDMENT

CERTIFICATE OF FORMATION

PEABODY DEVELOPMENT LAND HOLDINGS, LLC

I. The name of the limited liability company is Peabody Development Land Holdings, LLC.

2. The Certificate of Formation of limited liability company is hereby amended as follows: the FIRST Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

“FIRST: The name of the limited liability company is Central States Coal Reserves of Illinois, LLC”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Formation of Peabody Development Land Holdings, LLC this 23^rdday of September, 2005.

PEABODY DEVELOPMENT LAND HOLDINGS, LLC

BY: /s/ Joseph W. Bean

Joseph W. Bean, Authorized Person

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is CENTRAL STATES COAL RESERVES OF ILLINOIS, LLC

2. The Registered Office of the limited liability company in the State of Delaware is changed to 2711 Centerville Road, Suite 400 (street), in the City of Wilmington, Zip Code 19808. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporation Service Company



By:		/s/ Kenneth L. Wagner
		Authorized Person

Name:		Kenneth L. Wagner
		Print or Type

EX-3.30 25 d358187dex330.htm EX-3.30 EX-3.30

Exhibit 3.30

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CENTRAL STATES COAL RESERVES OF ILLINOIS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of CENTRAL STATES COAL RESERVES OF ILLINOIS, LLC (the “LLC”), dated as of September 27, 2005, is made by Peabody Development Company, LLC (the “Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the LLC was formerly named Peabody Development Land Holdings, LLC, a limited liability company formed under the Delaware Limited Liability Company Act (the “Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State on November 22, 1999; and

WHEREAS, the LLC operated under an Operating Agreement dated February 16, 2000 duly adopted by Peabody Development Company, a Delaware corporation and Peabody Holding Company, Inc., a New York corporation, the then existing members of the LLC; and

WHEREAS, the Member is now the sole member of the LLC as of September 23, 2005; and

WHEREAS, the LLC changed its name to Central States Coal Reserves of Illinois, LLC pursuant to a Certificate of Amendment filed with the Delaware Secretary of State on September 27, 2005.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be CENTRAL STATES COAL RESERVES OF ILLINOIS, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

7. INDEMNIFICATION

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such lndemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of noio contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

Except as specifically provided in Section 7.3, the provisions of this Section 7 are for the benefit of the Indemnitees only, and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Development Company, LLC

/s/ Walter L. Hawkins, Jr.
By:		Walter L. Hawkins, Jr.
Its:		Vice President

EX-3.31 26 d358187dex331.htm EX-3.31 EX-3.31

Exhibit 3.31

CERTIFICATE OF FORMATION

CENTRAL STATES COAL RESERVES OF INDIANA, LLC

1. The name of the limited liability company is Central States Coal Reserves of Indiana, LLC.

3. This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Central States Coal Reserves of Indiana, LLC this 23rd day of September 2005.




By:		/s/ Joseph Bean
		Joseph Bean, Authorized Person

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is CENTRAL STATES COAL RESERVES OF INDIANA, LLC



By:		/s/ Kenneth L. Wagner
		Authorized Person



Name:		Kenneth L. Wagner
		Print or Type

EX-3.32 27 d358187dex332.htm EX-3.32 EX-3.32

Exhibit 3.32

LIMITED LIABILITY COMPANY AGREEMENTOF

CENTRAL STATES COAL RESERVES OF INDIANA, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of CENTRAL STATES COAL RESERVES OF INDIANA, LLC (“LLC”), dated as of October 3, 2005, is made by Peabody Development Company, LLC (“Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Central States Coal Reserves of Indiana, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

7. INDEMNIFICATION

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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 negligenoe or willful misconduct and was within the scope of the Indemnitee’s authority; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee “otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

PEABODY DEVELOPMENT COMPANY, LLC

John F. Quinn, Jr.

/s/ John F. Quinn, Jr.

By: John F. Quinn, Jr.

Title: Vice President

Being the sole Member of

Central States Coal Reserves of Indiana, LLC

EX-3.33 28 d358187dex333.htm EX-3.33 EX-3.33


Form BCA-2.10	ARTICLES OF INCORPORATION



(Rev. Jan, 1991) Secretary of State Department of Business Services Springfield, IL 62756 Telephone (217) 782.6961	F I L E D SEP 29 1993 GEORGE H. RYAN SECRETARY OF STATE	SUBMIT IN DUPLICATE

		This space for use by Secretary of State
		Date
Payment must be made by certified check, cashier’s check. Illinois attorney’s check, Illinois C.P.A’s check or money order, payable to “Secretary of State.”		Franchise Tax
		Filing Fee	a c —
		Approved:	0

1.	CORPORATE NAME: Century Mineral Resources, Inc.

(The corporate name must contain the word “corporation, “company, “incorporated,” limited” or an abbreviation thereof.)


2. Initial Registered Agent:	Gerald	A	Weber
	First Name	Middle Initial	Last name

Initial Registered Office:	2 2 2 N.	La Salle Street	800
	Number	Street	Suite #

	Chicago	60601	COOK
	City	Zip Code	County

3.	Purpose or purposes for which the corporation is organized:

(If not sufficient space to cover this point, add one or more sheets of this size.)

The transaction of any and all lawful purposes for which a corporation may be incorporated under the Illinois Business Corporation Act, as amended, as the incorporators may determine.

(ILLEGIBLE)

4.	Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:


	Par Value	Number of Shares	Number of Shares	Consideration to be
Class	per Share	Authorized	Proposed to be Issued	Received Therefor
Common	NPV	1000	100	00




			TOTAL $ 100

Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are:

(If not sufficient space to cover this point, add one or more sheets of this size.)


5 OPTIONAL:	• Number of directors constituting the initial board of directors of the corporation:
	l Names and addresses of the persons who are to Serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify:
	Name Residential Address



6. OPTIONAL	(a) It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:

	(b) It is estimated that the value of the property to be located within the State of Illinois during the following year will be:

	(c) It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be:	S_____________

	(d) It is estimated that the gross amount of business that will be transacted from places of business in the Slate of Illinois during the following year will be:

7, OPTIONAL: OTHER PROVISIONS

Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation. e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc.

8. NAME(S) &, ADDRESS(ES) OF INCORPORATOR(S)

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing

Dated

September 14

1993

/s/ David L. Surina

Address

222 N. LaSalle Street

Ste 800

Signature

Street

David L. Surine, Incorporator

Chicago

Illinois

60601

Type or Print Name

City/Town?

State

Zip Code

Signature

Street

Type or Print Name,’

City/Town?

State

Zip Code

Signature

Street

Type or Print Name,’

City/Town?

State

Zip Code

Signatures must be in ink on original document, Carbon copy, photocooy or rubber stamp signatures may only be used on conformed copies.) NOTE: It a corporation acts as incorporator, the name of the corporation and the state of Incorporation shall be shown and the execution inall be by its President or Vice President and yertfleo lry him. and attested by its Secretary or Assistant Secretary.

Articles of Incorporation are true.

Fee Schedule

•

The franchise tax is assed at the rate of 15/100 of 1 percent ($1.50 per $1,000) on the paid-in capital representated in this state, with a minimum of S25 and a maximum of $1.000,000.

•

The filing fee is $75.

•

The minimum total due (franchise tax filing fee) is $100, {Applies when the Consideration to be received as set forth in Item 4 does not exceed $16,667)

•

The Department of Business Services in Springfield will provide assistance in calculating the total fees if necessary,


Illinois Secretary of State		Springfield, IL 62756
Department of Business Services		Telephone (217) 782-6961


FORM BCA 5.10/5.20 (rev. Dec. 2003) STATEMENT OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE Business Corporation Act

Jesse White, Secretary of State		F I L E
Department of Business Services
501 S. Second St., Rm. 328		MAR 16 2 010
Springfield, IL 62756
217-782-7808 www.cyberdriveillinois.com		JESSE WHITE SECRETARY OF STATE
Remit payment in the form of a		JESSE WHITE SECRETARY OF STATE
check or money order payable to Secretary of State.

1.	Corporate Name: CENTURY MINERAL RESOURCES, INC.

2.	State or Country of Incorporation: ILLINOIS

3.	Name and Address of Registered Agent and Registered Office as they appear on the records of the Office of the Secretary of State (before change):


Registered Agent: C T CORPORATION SYSTEM
First Name	Middle Name	Last Name

Registered Office: 208 SO LASALLE STREET		SUITE 814
Number	Street	Suite # (P.O. Box alone is unacceptable)

CHICAGO

60604

COOK

City

ZIP Code

County

4.	Name and Address of Registered Agent and Registered Office shall be (after all changes herein reported):


Registered Agent: ILLINOIS CORPORATION SERVICE COMPANY
First Name	Middle Name	Last Name

Registered Office: 801 ADLAI STEVENSON DRIVE
Number	Street	Suite # (P.O. Box alone is unacceptable)


SPRINGFIELD	62703	SANGAMON

City	ZIP Code	County	O^Ct

5. The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

6.	The above change was authorized by: (“X” one box only)

Resolution duly adopted by the board of directors. (See Note 5 on reverse.)

Action of the registered agent. (See Note 6 on reverse.)

SEE REVERSE FOR SIGNATURE(S).

Printed by authority of the State of Illinois. September 2008 -1-c 135.19

7.	If authorized by the board of directors, sign here. (See Note 5 below.)

The undersigned corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.

/s/ Blanca Lozada

BLANCA LOZADA, ATTORNEY IN ACT

Name and Title (type or print)

if change of registered office by registered agent, sign here. (See Note 6 below.)

The undersigned, under penalties of perjury, affirms that the facts stated herein are true and correct.

NOTES

1.	The registered office may, but need not be, the same as the principal office of the corporation. However, the registered office and the office address of the registered agent must be the same,

2.	The registered office must include a street or road address (P.O. Box alone is unacceptable).

3.	A corporation cannot act as its own registered agent.

If the registered office is changed from one county to another, the corporation must file with the Recorder of Deeds of the new county a certified copy of the Articles of Incorporation and a certified copy of the Statement of Change of Registered Office, Such certified copies may be obtained ONLY from the Secretary of State.

5,	Any change of registered agent must be by resolution adopted by the board of directors. This statement must be signed by a duly authorized officer.

The registered agent may report a change of the registered office of the corporation for which he/she is a registered agent, When the agent reports such a change, this statement must be signed by the registered agent. If a corporation is acting as the registered agent, a duly authorized officer of such corporation must sign this statement.

Printed by authority of the State of Illinois. September 2008 -1-c 135.19

EX-3.34 29 d358187dex334.htm EX-3.34 EX-3.34

Exhibit 3.34

BY-LAWS

CENTURY MINERAL RESOURCES, INC.

ARTICLE I

OFFICES

The corporation shall continuously maintain in the State of Illinois a registered office and a registered agent whose business office is identical with such registered office, and may have other offices within or without the state.

ARTICLE II

SHAREHOLDERS

SECTION 1. ANNUAL MEETING. An annual meeting of the shareholders shall be held on the first business day in September of each year or at such time as the board of directors may designate for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called either by the president, by the board of directors or by the holders of not less than one-fifth of all the outstanding shares of the corporation entitled to vote, for the purpose or purposes stated in the call of the meeting.

SECTION 3. PLACE OF MEETING. The board of directors may designate any place, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be at the offices of the company.

SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, date, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets not less than 20 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each

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shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his or her address as it appears on the records of the corporation, with postage thereon prepaid. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.

SECTION 5. FIXING OF RECORD DATE. For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of the corporation may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 60 days and for a meeting of shareholders, not less than 10 days, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets, not less than 20 days before the date of such meeting. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. A determination of shareholders shall apply to any adjournment of the meeting.

SECTION 6. VOTING LISTS. The officer or agent having charge of the transfer book for shares of the corporation shall make, within 20 days after the record date for a meeting of shareholders or 10 days before such meeting, whichever is earlier, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of 10 days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder, and to copying at the shareholder’s expense, at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.

SECTION 7. QUORUM. The holders of a majority of the outstanding shares of the corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum for consideration of such matter at any meeting of shareholders, but in no event shall a quorum consist of less than one-third of the outstanding

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shares entitled so to vote; provided that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting at any time without further notice. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Business Corporation Act, the articles of incorporation or these by-laws. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting. Withdrawal of shareholders from any meeting shall not cause failure of a duly constituted quorum at that meeting.

SECTION 8. PROXIES. Each shareholder may appoint a proxy to vote or otherwise act for him or her by signing an appointment form and delivering it to the person so appointed, but no such proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.

SECTION 9. VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote in each matter submitted to vote at a meeting of shareholders, and in all elections for directors, every shareholder shall have the right to vote the number of shares owned by such shareholder for as many persons as there are directors multiplied by the number of such shares or to distribute such cumulative votes in any proportion among any number of candidates. Each shareholder may vote either in person or by proxy as provided in SECTION 8 hereof.

SECTION 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares held by the corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares entitled to vote at any given time.

Shares registered in the name of another corporation, domestic or foreign, may be voted by any officer, agent, proxy or other legal representative authorized to vote such shares under the law of incorporation of such corporation.

Shares registered in the name of a deceased person, a minor ward or a person under legal disability, may be voted by his or her administrator, executor or court appointed guardian, either in person or by proxy without a transfer of such shares into the name of such administrator, executor or court appointed guardian. Shares registered in the name of a trustee may be voted by him or her, either in person or by proxy.

Shares registered in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed.

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A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Any number of shareholders may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period not to exceed 10 years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, and by transferring their shares to such trustee or trustees for the purpose of the agreement. Any, such trust agreement shall not become effective until a counterpart of the agreement is deposited with the corporation at its registered office. The counterpart of the voting trust agreement so deposited with the corporation shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and shall be subject to examination by any holder of a beneficial interest in the voting trust, either in person or by agent or attorney, at any reasonable time for any proper purpose.

SECTION 11. CUMULATIVE VOTING. In all elections for directors, every shareholder shall have the right to vote in person or by proxy, the number of shares owned by him/her, for as many persons as are directors to be elected, or to cumulate such votes, and give one candidate as many votes as the number of directors multiplied by the number of his/her shares shall equal, or to distribute them on the same principle among as many candidates as he/she shall think fit.

The articles of incorporation may be amended to limit or elimination cumulative voting rights in all or specified circumstances, or to limit or deny voting rights or to provide special voting rights as to any class or classes or series of shares of the corporation.

SECTION 12. INSPECTORS. At any meeting of shareholders, the presiding officer may, or upon the request of any shareholder, shall appoint one or more persons as inspectors for such meeting.

Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders.

Each report of an inspector shall be in writing and signed by him or her or by a majority of them if there be more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

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SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken shall be signed (a) if 5 days prior notice of the proposed action is given in writing to all of the shareholders entitled to vote with respect to the subject matter hereof, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting or (b) by all of the shareholders entitled to vote with respect to the subject matter thereof.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given in writing to those shareholders who have not consented in writing. In the event that the action which is consented to is such as would have required the filing of a certificate under any section of the Business Corporation Act if such action had been voted on by the shareholders at a meeting thereof, the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of shareholders, that written consent has been given in accordance with the provisions of SECTION 7.10 of the Business Corporation Act and that written notice has been given as provided in such SECTION 7.10.

SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may be by voice unless the presiding officer shall order or any shareholder shall demand that voting be by ballot.

ARTICLE III

DIRECTORS

SECTION 1. GENERAL POWERS. The business of the corporation shall be managed by or under the direction of its board of directors. A majority of the board of directors may establish reasonable compensation for their services and the services of other officers, irrespective of any personal interest.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall be two (2). Each director shall hold office until the next annual meeting of shareholders; or until his successor shall have been elected and qualified. Directors need not be residents of Illinois or shareholders of the corporation. The number of directors may be increased or decreased from time to time by the amendment of this section. No decrease shall have the effect of shortening the term of any incumbent director.

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SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for holding of additional regular meetings without other notice than such resolution.

SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors any be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors called by them.

SECTION 5. NOTICE. Notice of any special meeting shall be given at least 10 days previous thereto by written notice to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

SECTION 6. QUORUM. A majority of the number of directors fixed by these by-laws shall constitute a quorum for transaction of business at any meeting of the board of directors, provided that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting at any time without further notice.

SECTION 7. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute, these by-laws, or the articles of incorporation.

SECTION 8. VACANCIES. Any vacancy on the board of directors may be filled by election at the next annual or special meeting of shareholders. A majority of the board of directors may fill any vacancy prior to such annual or special meeting of shareholders.

SECTION 9. RESIGNATION AND REMOVAL OF DIRECTORS. A director may resign at any time upon written notice to the board of directors. A director may be removed with or without cause, by a majority of shareholders if the notice of the meeting names the director or directors to be removed at said meeting.

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SECTION 10. INFORMAL ACTION BY DIRECTORS. The authority of the board of directors may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the directors entitled to vote.

SECTION 11. COMPENSATION. The board of directors, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise notwithstanding any director conflict of interest. By resolution of the board of directors, the directors may be paid their expenses, ‘if any, of attendance at each meeting of the board. No such payment previously mentioned in this section shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 12. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 13. COMMITTEES. A majority of the board of directors may create one or more committees of two or more members to exercise appropriate authority of the board of directors. A majority of such committee may transact business without a meeting by unanimous written consent.

ARTICLE IV

OFFICERS

SECTION 1. NUMBER. The officers of the corporation shall be a president, one or more vice-presidents, a treasurer, a secretary, and such other officers as may be elected or appointed by the board of directors. Any two or more offices may be held by the same person.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election of an officer shall not of itself create contract rights.

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SECTION 3. REMOVAL. Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. PRESIDENT. The president shall be the principal executive officer of the corporation. Subject to the direction and control of the board of directors, he/she shall be in charge of the business of the corporation; he shall see that the resolutions and directions of the board of directors are carried into effect except in those instances in which that responsibility is specifically assigned to some other person by the board of directors; and, in general he/she shall discharge all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time. He shall preside at all meetings of the shareholders and of the board of directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors or these by-laws, he may execute for the corporation certificates for its shares, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirement of the form of the instrument. He may vote all securities which the corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the corporation by the board of directors.

SECTION 5. THE VICE-PRESIDENTS. The vice-president (or in the event there be more than one vice-president, each of the vice-presidents) shall assist the president in the discharge of his/her duties as the president may direct and shall perform such other duties as from time to time may be assigned to him/her by the president or by the board of directors. In the absence of the president or in the event of his/her inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the board of directors, or by the president if the board of directors has not made such a designation, or in the absence of any designation, then in the order of seniority of tenure as vice president) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of

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execution is expressly prescribed by the board of directors or these by-laws, the vice-president (or each of them if there are more than one) may execute for the corporation certificates for its shares and any contracts, deeds, mortgages, bonds or other instruments which the board of directors has authorized to be executed, and he/she may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument.

SECTION 6. THE TREASURER. The treasurer shall be the principal accounting and financial officer of the corporation. He shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds and securities of the corporation, and be responsible therefor and for the receipt and disbursement thereof; and (c) perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president of by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors may determine.

SECTION 7. THE SECRETARY. The secretary shall: (a) record the minutes of the shareholders’ and of the board of directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation; (d) keep a register of the post-office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the president, or a vice-president, or any other officer thereunto authorized by the board of directors, certificates for shares of the corporation, the issue of which shall have been authorized by the board of directors, and any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or these by-laws; (f) have general charge of the stock transfer books of the corporation; (g) have authority to certify the by-laws, resolutions of the shareholders and board of directors and committees thereof, and other documents of the corporation as true and correct copies thereof, and (h) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or by the board of directors.

SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the president or the board of directors. The assistant secretaries may sign with the president, or a vice-

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president, or any other office thereunto authorized by the board of directors, certificates for shares of the corporation, the issue of which shall have been authorized by the board of directors, any and contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the board of directors or these by-laws. The assistant treasurers shall respectively, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine.

SECTION 9. SALARIES. The salaries of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness is issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the board of directors may select.

ARTICLE VI

SHARES AND THEIR TRANSFER

SECTION 1. SHARES REPRESENTED BY CERTIFICATES AND UNCERTIFICATED SHARES. Shares either shall be represented by certificates or shall be uncertificated shares.

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Certificates representing shares of the corporation shall be signed by the appropriate officers and may be sealed with the seal or a facsimile of the seal of the corporation. If a certificate is countersigned by a transfer agent or registrar, other than the corporation or its employee, any other signatures may be facsimile. Each certificate representing shares shall be consecutively numbered or otherwise identified, and shall also state the name of the person to whom issued, the number and class of shares (with designation of series, if any), the date of issue, and that the corporation is organized under Illinois law. If the corporation is authorized to issue shares of more than one class or of series within a class, the certificate shall also contain such information or statement as may be required by law.

Unless prohibited by the articles of incorporation, the board of directors may provide by resolution that some or all of any class or series of shares shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until the certificate has been surrendered to the corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the registered owner thereof a written notice of all information that would appear on a certificate. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares shall be identical to those of the holders of certificates representing shares of the same class and series.

The name and address of each shareholder, the number and class of shares held and the date on which the shares were issued shall be entered on the books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation.

SECTION 2. LOST CERTIFICATES. If a certificate representing shares has allegedly been lost or destroyed, the board of directors may in its discretion, except as may be required by law, direct that a new certificate be issued upon such indemnification and other reasonable requirements as it may impose.

SECTION 3. TRANSFERS OF SHARES. Transfers of shares of the corporation shall be recorded on the books of the corporation. Transfer of shares represented by a certificate, except in the case of a lost or destroyed certificate, shall be made on surrender for cancellation of the certificate for such shares. A certificate presented for transfer must be duly endorsed and accompanied by proper guaranty of signature and other appropriate assurances that the endorsement is effective. Transfer of an uncertificated share shall be made on receipt by the corporation of an instruction from the registered owner or other appropriate person. The instruction shall . be in writing or a communication in such form as may be agreed upon in writing by the corporation.

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ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors.

ARTICLE VIII

DISTRIBUTIONS

The board of directors may authorize, and the corporation may make, distributions to its shareholders, subject to any restrictions in its articles of incorporation or provided by law.

ARTICLE IX

SEAL

The corporate seal shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Illinois.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced, provided that the affixing of the corporate seal to an instrument shall not give the instrument additional force or effect, or change the construction thereof, and the use of the corporate seal is not mandatory.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of these by-laws or under the provisions of the articles of incorporation or under the provisions of The Business corporation Act of the State of Illinois, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

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ARTICLE XI

INDEMNIFICATION OF OFFICERS,

DIRECTORS, EMPLOYEES AND AGENTS

SECTION 1. The corporation shall indemnify any person who 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 an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or who is or 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, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she 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 his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she 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 reasonable cause to believe that his or her conduct was unlawful.

SECTION 2. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonable incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which this court shall deem proper.

SECTION 3. To the extent that a director, officer, employee or agent of a corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.

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SECTION 4. Any indemnification under Sections 1 and 2 shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of the directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders.

SECTION 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this Article.

SECTION 6. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or 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 against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of these sections.

SECTION 8. If the corporation has paid indemnity or had advanced expenses to a director, officer, employee or agent, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting

SECTION 9. For purposes of this Article references to “the corporation” shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate

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existence had continued, would have had the power and authority to indemnify its directors, officers, and employees or agents, so that any person who was a director, officer, employee or agent of such merging corporation, or was serving at the request of such merging corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.

SECTION 10. For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the corporation” as referred to in this Article.

ARTICLE XII

AMENDMENTS

Unless the power to make, alter, amend or repeal the by-laws is reserved to the shareholders by the articles of incorporation, the bylaws of the corporation may be made, altered, amended or repealed by the shareholders or the board of directors, but no by-law adopted by the shareholders may be altered, amended or repealed by the board of directors if the by-laws so provide. The by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with the law or the articles of incorporation.

EX-3.35 30 d358187dex335.htm EX-3.35 EX-3.35

Exhibit 3.35

CERTIFICATE OF FORMATION OF

COAL RESERVE HOLDING LIMITED LIABILITY COMPANY No. I

FIRST: The name of the limited liability company (hereinafter the “limited liability company”) is Coal Reserve Holding Limited Liability Company No.1.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Coal Reserve Holding Limited Liability Company this 9^thday of April, 2001.

/s/ James C. Sevem

James C. Sevem

Authorized Person

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is COAL RESERVE HOLDING LIMITED LIABILITY COMPANY NO. I



By:		/s/ Kenneth L. Wagner
		Authorized Person



Name:		Kenneth L. Wagner
		Print or Type

EX-3.36 31 d358187dex336.htm EX-3.36 EX-3.36

Exhibit 3.36

FIRST AMENDMENT TO OPERATING AGREEMENT OF

COAL RESERVE HOLDING LIMITED LIABILITY COMPANY NO. 1

THIS FIRST AMENDMENT TO THE OPERATING AGREEMENT OF COAL RESERVE HOLDING LIMITED LIABILITY COMPANY NO. 1 (the “Amendment”) is entered into as of the 26^th day of April, 2001 among, PEABODY DEVELOPMENT COMPANY, a Delaware corporation with its principal offices at 701 Market Street, St. Louis, Missouri 63101(“PDC”), PEABODY DEVELOPMENT LAND HOLDINGS, LLC, a Delaware limited liability company with its principal offices at 701 Market Street, St. Louis, Missouri 63101 (“PDLH”) and TWIN OAKS FARM, LTD., an Illinois corporation with its principal offices at 29 W. Raymond Street, Harrisburg, Illinois 62946 (“Twin Oaks”). (PDC, PDLH and Twin Oaks may collectively be referred to herein as the “Members” and each individually as a “Member”.) For purposes of this Amendment, the term “Member” shall include any party then acting in such capacity in accordance with the terms of this Amendment or the “Agreement”, as hereinafter defined.

RECITALS

A. On April 9, 2001, PDC and PDLH formed COAL RESERVE HOLDING LIMITED LIABILITY COMPANY NO. 1., (the “Company”), a limited liability company formed under the Delaware Limited Liability Act.

B. PDC and PDLH, as Members of the Company, executed an Operating Agreement dated April 23^rd, 2001 (the “Agreement”), which set out the Members’ respective rights, duties and liabilities with respect to the Company.

C. As of April 23^rd, 2001 PDC and PDLH each sold ninety-nine percent of their respective Membership Interests in the Company to Twin Oaks and now desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, in consideration of the Recitals and the mutual covenants and undertakings set forth herein, PDC, PDLH and Twin Oaks agree as follows:

1. Membership Interests. As of the date hereof and notwithstanding any references in the Agreement to the contrary, Twin Oaks shall have a ninety-nine percent (99%) Membership Interest (and Percentage Interest) in the Company, PDC shall have a one-half percent (0.5%) Membership Interest (and Percentage Interest) in the Company and PDLH shall have a one-half percent (0.5%) Membership Interest (and Percentage Interest) in the Company.

2. Fiscal Year. Article 4.2 is hereby amended to provide that the Fiscal Year of the company shall be the calendar year.

3. Notices. Article 15.1 is hereby amended by adding the following notice provision for Twin Oaks:

to Twin Oaks:

P.O. Box 444

29 W. Raymond Street

Harrisburg, Illinois 62946

Attn: Thomas W. Franks

4. Limitation on Contributions and Distributions. The parties recognize that Twin^-Oaks has a certain amount of existing assets, with a net book value not exceeding Ten Thousand Dollars ($10,000), which are not related to its ownership of its Membership Interest and which were owned prior to the date of this Amendment (the “Existing Assets”). Notwithstanding any other provision in the Agreement to the contrary, Twin Oaks shall not be prohibited from distributing or otherwise disposing of the Existing Assets. Similarly, Twin Oaks shall not be obligated to contribute the Existing Assets to the Company or to pledge the Existing Assets as security for any obligation of the Company.

5. No Other Amendments. Unless specifically changed by this Amendment, all other provisions of the Agreement shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have duly caused the execution of this Amendment by their duly authorized officers, as of the date and year first above written.

PEABODY DEVELOPMENT COMPANY

By: /s/ Kemal Williamson

Vice President

PEABODY DEVELOPMENT LAND HOLDINGS, LLC

By: /s/ Kemal Williamson

Vice President

TWIN OAKS FARM, LTD.

By: /s/ Thomas Davis

President

OPERATING AGREEMENT

COAL RESERVE HOLDING LIMITED LIABILITY COMPANY NO. 1

THIS OPERATING AGREEMENT (this “Agreement”) is made and entered into as of the 23^rd. day of April, 2001 by and between (i) PEABODY DEVELOPMENT COMPANY, INC., a Delaware corporation with its principal offices at 701 Market Street, St. Louis, Missouri (“PDC”) and (ii) PEABODY DEVELOPMENT LAND HOLDINGS, LLC, a Delaware limited liability company, with its principal offices at 701 Market Street, St. Louis, Missouri (“PDLH”). (PDC and PDLH may collectively be referred to herein as the “Members” and each individually as a “Member”.) For purposes of this Agreement, the term “Member” shall include any party then acting in such capacity in accordance with the terms of this Agreement.

RECITALS

A. PDC and PDLH desire to form a limited liability company under the Delaware Limited Liability Company Act (“Act”) to be known as “Coal Reserve Holding Limited Liability Company No. 1” (the “Company”) for the purposes set out in this Agreement.

B. PDC and PDLH desire to set out in this Agreement their respective rights, duties and liabilities with respect to such limited liability company.

NOW, THEREFORE, in consideration of the Recitals and the mutual covenants and undertakings set forth herein, PDC and PDLH agree as follows:

ARTICLE 1

FORMATION

1.1 Formation. The Members have formed the Company as a limited liability company under the Act for the purposes and term set out in this Agreement. To effect the formation of the, Company, the Members have executed and duly recorded the,Certificate of Formation in the form attached hereto as Exhibit 1.1 (the “Certificate”).

1.2 Name. The Company will do business under the name “Coal Reserve Holding Limited Liability Company No.1”. The Members shall execute and file such documents as shall be required under the Act and under the laws of each state in which the Company is required or desires to be qualified to do business.

1.3 Principal Office. The principal office of the Company shall initially be at 701 Market Street, Suite 800, St. Louis, Missouri 63101. The principal office may hereafter from time to e be moved to such other place in the United States of America as may be designated by the “Managing Member”, as hereinafter defined, with written notice to all Members. The books and records of the Company shall be maintained at the Company’s principal place of business, or such other location in the United States of America as determined by the Managing Member with written notice to all Members.

1.4 Term. The duration of the Company is perpetual, or until liquidation in accordance with the terms of this Agreement or as required by the Act.

1.5 Property Ownership. All assets and property owned by the Company, whether real or personal, tangible or intangible, shall be held in the name of the Company.

ARTICLE 2

PURPOSES AND OTHER ACTIVITIES

2.1 Purposes. The Company is formed to acquire coal reserves, hold coal reserves, enter into coal lease arrangements and lease arrangements for other minerals within the United States of America and shall limit its activities to (i) the coal reserves listed in Exhibits 3.1(a) and 3.1(b) and (ii) any other coal reserves which the Members unanimously agree to acquire, hold and/or lease. The purpose of the Company shall include other activities necessary, appropriate, incidental or desirable in connection with the foregoing, or otherwise contemplated in this Agreement.

The purposes of the Company shall not be extended, by implication or otherwise, beyond the purposes set forth in this Section 2.1 without the prior unanimous written approval of the Members. Without limiting the foregoing, the Company may not, without the unanimous prior written approval Jf all Members: (i) incur any indebtedness or liabilities, or make any guaranties of any kind or nature, binding upon the Company, (ii) acquire any assets or properties of any kind or nature except the assets contributed to the Company by the Members in accordance with this Agreement, (iii) dispose of any Company asset, (iv) enter into any collective bargaining agreement, (v) pledge or encumber, or allow any lien to be placed upon, any Company asset.

2.2 Other Activities. Each Member, and all current and future Affiliates of each Member, may engage in, or possess an interest in, other business ventures of any nature and description whatsoever, independently or with others, whether or not competitive with those of the, Company, and no Member nor any Affiliate thereof, nor any shareholder, member, partner, officer, director or employee thereof, shall have any rights by virtue of this Agreement in and to such independent ventures. For purposes of this Agreement, the term. “Affiliate” shall mean any individual, corporation, partnership, limited liability company or other entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, another individual, corporation, partnership, limited liability company or other entity.

ARTICLE 3

CAPITAL CONTRIBUTIONS

3.1 Initial Capital Contributions.

(a) Contemporaneously with the execution of this Agreement, PDC has contributed to the capital of the Company coal assets with an aggregate agreed value of $700,000.00. Exhibit 3.1(a) lists the specific coal assets which represent the initial capital contribution of PDC to the Company, along with the agreed value for each such coal asset.

(b) Contemporaneously with the execution of this Agreement, PDLH has contributed to the capital of the Company coal assets^.with an aggregate agreed value of $700,000.00. Exhibit 3.1(b) lists the specific coal assets which represent the initial capital contribution of PDLH to the Company, along with the agreed value for each such coal asset.

(c) PDC shall initially have a 50% interest in the Company and PDLH shall initially have a 50% interest in the Company (respectively, each Member’s “Percentage Interest”).

3.2 No Liability of Interest Holders. Except as otherwise specifically provided in the Act, or as may exist under separate existing written agreements as to a Member, no Member shall have any personal liability for the obligations of the Company. Further, no Member shall be obligated to contribute additional capital to the Company.

3.3 Interest on Capital Contributions. No Member shall be entitled to interest on any capital contributions made to the Company.

3.4 Withdrawal of Capital. No Member shall be entitled to withdraw any part of its capital contributions to the Company, or receive any distributions from the Company, except as provided in this Agreement. No Member shall be entitled to demand or receive any property from the Company other than cash, except as otherwise expressly provided for herein.

3.5 Capital Accounts. There shall be established on the books of the Company a capital account (“Capital Account”) for each Member. It is the intention of the Members that such Capital Account be maintained in accordance with the provisions of Treas. Reg. § 1.704-1(b)(2)(iv), and this Agreement shall be so construed. Accordingly, such Capital Account shall initially be credited with the initial capital contribution of the Member and thereafter shall be increased by (i) any cash or the, fair market value of any property contributed by such Member (net of any liabilities assumed by the Company or to which the contributed property is subject) and (ii) the amount of all net income (whether or not exempt from tax) and gain allocated to such Member hereunder, and decreased by (i) the amount of all net losses allocated to such Member hereunder (including expenditures described in section 705(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), or treated as such an expenditure by reason of Treas. Reg. § 1.704-1(b)(2)(iv)(i)) and (ii) the amount of cash, and the fair market value of property (net of any liabilities assumed by such Member or to which the distributed property is subject),—distributed to such Member pursuant to this Agreement. If the Company has made an election under section 754 of the Code, the Capital Accounts of the Members shall also be adjusted to the extent required by Treas. Reg. §1.704-1(b)(2)(iv)(m). If a Member transfers all or any part of such Member’s interest (capital, profits and otherwise) in the Company (“Membership Interest”) in accordance with the terms of this Agreement, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent of the interest transferred.

ARTICLE 4

ACCOUNTING

4.1 Books and Records. The Managing Member shall cause the Company to maintain full and accurate books and records at the Company’s principal place of business, showing all receipts and expenditures, assets and liabilities, net income or loss, and all other records necessary for recording the Company’s business and affairs, including those required to be kept under the Act and those sufficient to record the allocations and distributions to the Members provided for in this Agreement. Such books and records shall be maintained in accordance with generally accepted accounting principles; provided that adequate records concerning the maintenance of Capital Accounts in accordance with Treas. Reg. § 1.704-1(b)(2)(iv) shall be simultaneously maintained by the Company. Such books and records shall be open to the inspection and examination of each Member by its duly authorized representatives at all reasolnable times.

4.2 Fiscal Year. The fiscal year of the Company shall commence on May 1st and end on April 30th (“Fiscal Year”).

4.3 Reports. Within 90 days after the close of each Fiscal Year of the Company, the Company shall furnish to each Member a report of the business and operations of the Company during such Fiscal Year.

4.4 Tax Returns. The Managing Member shall cause all required federal, state and local partnership income, franchise, property and other tax returns, including information returns, to be timely filed with the appropriate office of the relevant taxing jurisdiction or agency. In order to accommodate the following provision regarding review of drafts of the Federal and state income tax returns of the Company, the Company shall seek each year (if necessary) a three month extension of the date on which such returns must be filed. With respect to the Federal and state income tax returns of the Company, the Company shall submit to each Member drafts of the proposed returns (or estimates of each Member’s allocated portions of the net income or loss determined under Article 6 hereof) as soon as possible, but in no event later than ninety days following the close of the Fiscal, Year, to permit review and approval of such returns (or estimates) by each Member prior to the filing of tax returns. All expenses incurred in connection with such tax returns or estimates and information returns, as well as for the reports referred to in Section 4.3 hereof, shall be expenses of the Company.

4.5 Member’s Request for Additional Information. The Company shall also furnish to any Member such other reports of the Company’s operations and conditions as may reasonably be requested by any of the Members. The Members shall have the right at any time to visit the offices and operations of the Company and inspect and audit records of the Company.

4.6 Tax Matters Partner. PDC shall be the “Tax Matters Partner” (as defined in the Code) for the Company. The Tax Matters Partner shall have the authority granted a tax matters Partner under the Code. The Tax Matters Partner shall not take any action binding another Member

without first notifying, and receiving the concurrence of, such Member. All expenses of the Tax Matters Partner incurred in serving as Tax Matters Partner shall be Company expenses and shall be paid by the Company. The Company shall indemnify the Tax Matters Partner for, and hold the Tax Matters Partner harmless from, any and all judgments, fines, amounts paid in settlement and expenses (including attorneys’ fees) reasonably incurred by the Tax Matters Partner in any civil, criminal or investigative proceeding in which the Tax Matters Partner is involved or threatened to be involved by reason of being the Tax Matters Partner, provided that the Tax Matters Partner acted in good faith, within what the Tax Matters Partner reasonably believed to be within the scope of the Tax Matters Partner’s authority and for a purpose which the Tax Matters Partner reasonably believed to be in the best interests of the Company or the Members. The Tax Matters Partner shall not be indemnified under this provision against any liability to the Company or its Members to which the Tax Matters Partner would otherwise be subject by reason of gross negligence or willful misconduct. Nothing herein shall constitute an election to be subject to the partnership level audit procedures of section 6221 et seq. of the Code.

4.7 Revaluation of Company Property. If there shall occur (i) an acquisition of a Membership Interest for more than a de minimis capital contribution, or (ii) a distribution (other than a de minimis distribution) to a Member in consideration for a Membership Interest, the Members may revalue the assets of the Company at their then fair market value and adjust the Capital Accounts of the Members in the same manner as provided in Section 8.3 in the case of a property distribution. If there is a reallocation pursuant to this Section 4.7, then net income and net loss shall thereafter be adjusted for allocations of depreciation (cost recovery) and gain or loss in accordance wit the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(f) and (g), and the Members’ distributive shares of depreciation (cost recovery) and gain or loss computed in accordance with the principles of section 704(c) of the Code and the regulations promulgated thereunder using the method selected by the Members.

ARTICLE 5

BANK ACCOUNTS AND EXCESS FUNDS

5.1 Bank Accounts. All funds of the Company shall be deposited in its name into such, checking or savings accounts, time certificates, short-term money market funds or other investment as shall be designated by the Managing Member. Withdrawals therefrom shall be made upon such signature or signatures (or other authorization form) as determined by the Managing Member.

5.2 Investment of Excess Funds. The Company may invest excess funds not required in the Company’s business, and not required to be distributed pursuant to the terms of this Agreement, in short-term United States Government obligations maturing within 1 year.

ARTICLE 6

ALLOCATION OF NET INCOME AND LOSS

6.1 Net Income and Net Loss.

(a) Except as otherwise provided in this Agreement, the net income and net loss of the Company for each Fiscal Year shall be allocated in accordance with each Member’s Percentage Interest.

(b) Notwithstanding anything herein to the contrary, if a Member has a deficit balance in such Member’s Capital Account (excluding from such Member’s deficit Capital Account any amount which such Member is obligated to restore in accordance with Treas. Reg. § 1.704-1(b)(2)(ii)(c), as well as any amount such Member is treated as obligated to restore under Treas. Reg. §§ 1.704-2(g)(1) and 1.704-2(i)(5)) and unexpectedly receives an adjustment, allocation or distribution described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4), (5) or (6), then such Member will be allocated items of income and gain in an amount and manner sufficient to eliminate the deficit balance in such Member’s Capital Account as quickly as possible. If there is, an allocation to a Member pursuant to this Section 6.1(b), then future allocations of net income pursuant to Section 6.1(a) shall be adjusted so that those Members who were allocated less income, or a greater amount of loss, by reason of the allocation made pursuant to this Section 6.1(b), shall be allocated additional net income in an equal amount. It is the intention of the parties that the provisions of this Section 6.1(b) constitute a “qualified income offset” within the meaning of Treas. Reg. §§ 1.704-1(b)(2)(ii)(d), and such provisions shall be so construed.

(c) If there is a net decrease in the Company’s Minimum Gain (within the meaning of Treas. Reg. § 1.704-2(b)(2)) or Partner Nonrecourse Debt Minimum Gain (within the meaning of Treas. Reg. § 1.704-2(i)(3)) during any Fiscal Year, each Member shall be allocated, before any other allocations hereunder, items of income and gain for such Fiscal Year (and subsequent Fiscal Years, if necessary), in an amount equal to such Member’s share (determined in accordance with Treas. Reg. §§ 1.704-2(g) and 1.704-2(i)(5), as applicable) of the net decrease in the Company’s Minimum Gain or Partner Nonrecourse Debt Minimum Gain, as applicable, for such Fiscal Year; provided, however, that no such allocation shall be required if any of the exceptions set forth in Treas. Reg. § 1.704-2(f) apply. It is the intention of the parties that this provision constitute a “minimum gain chargeback” within the meaning of Treas. Reg. §§ 1.704-2(f) and 1.704-2(i)(4), and this provision shall be so construed.

(d) Notwithstanding anything herein to the contrary, the Company’s partner nonrecourse deductions (within the meaning of Treas. Reg. § 1.704-2(i)(2)) shall be allocated solely to the Member who has the economic risk of loss with respect to the partner nonrecourse liability related thereto in accordance with the provisions of Treas. Reg. § 1.704-2(i)(1).

such Member is obligated to restore in accordance with Treas. Reg. § 1.704-1(b)(2)(ii)(c), as well as any amount such Member is treated as obligated to restore under Treas. Reg. §§ 1.704-2(g)(1) and 1.704-20(5)). In such case, the net loss that would have been allocated to such Member shall be allocated to the other Members to whom such loss can be allocated without violation of the provisions of this Section 6.1(e) in proportion to their respective Percentage Interest among themselves.

(f) Notwithstanding the provisions of Section 6.1(a) hereof, to the extent losses are allocated to the Members by virtue of Section 6.1(e) hereof, the net income of the Company thereafter recognized shall be allocated to such Members (in proportion to the losses previously allocated to them pursuant to Section 6.1(e) hereof) until such time as the net income of the Company allocated to them pursuant to this Section 6.1(f) equals the net losses allocated to them pursuant to Section 6.1(e) hereof.

(g) For Federal state and local income tax purposes only, with respect to any assets contributed by a Member to the Company (“Contributed Assets”) which have an agreed fair market value on the date of their contribution which differs from the Member’s adjusted basis therefor as of the date of contribution, the allocation of depreciation and gain or loss with respect to such Contributed Assets shall be determined in accordance with the provisions of Section 704(c) of the Code and the regulations promulgated thereunder using the traditional method within the meaning of Treas. Reg. § 1.704-3(b). For purposes of this Agreement, an asset shall be deemed a Contributed Asset if it has a basis determined, in whole or in part, by reference to the basis of a Contributed Asset (including an asset previously deemed to be a Contributed Asset pursuant to this sentence). Notwithstanding the foregoing, if the gain from the sale of any Contributed Asset is being reported on the installment method for income tax purposes, then the total amount of gain which is to be recognized by each of the Members in accordance with the above provision in all taxable years shall be computed and the amount of gain to be recognized by each of the Members in each year shall be in proportion to the total gain to be recognized by each of the Members in all taxable years.

6.2 Allocation of Excess Nonrecourse Liabilities. For purposes of section 752 of the Code and the regulations thereunder, the excess nonrecourse liabilities of the Company (within the meaning of Treas. Reg. §1.752-3(a)(3)), if any, shall be allocated to the Members as follows:

(a) First, such excess nonrecourse liabilities shall be allocated to the Members up to the amount of built-in gain allocable to such Members on section 704(c) property (as defined in Treas. Reg. §1.704-3(a)(3)(ii)) or property for which reverse section 704(c) allocations are applicable (as described in Treas. Reg. §1.704-3(a)(6)(i)) where such property is subject to the nonrecourse liability, to the extent such gain exceeds the gain described in Treas. Reg. §1.752-3(a)(2).

(b) Second, the balance of such excess nonrecourse liabilities, if any, shall be allocated to the Members in accordance with their respective Percentage Interest.

6.3 Allocations in Event of Transfer. In the event of the transfer of a Member’s Membership Interest (in accordance with and subject to the provisions of this Agreement) in the Company at any time other than at the end of a Fiscal Year, or the admission of a new Member at any time other than the end of a Fiscal Year, or the making by the Members of disproportionate capital contributions, the periods before and after such transfer, admission or disproportionate capital contributions shall be treated as separate fiscal years, and the Company’s net income, net loss and credits for each of such deemed separate fiscal years shall be allocated in accordance with the Members° respective Percentage Interest for each of such deemed separate fiscal years.

ARTICLE 7

DISTRIBUTIVE SHARES AND

FEDERAL INCOME TAX ELECTIONS

7.1 Distributive Shares. For purposes of Subchapter K of the Code, the distributive shares of the Members of each item of Company taxable income, gains, losses, deductions or credits for any Fiscal Year shall be in the same proportions as their respective shares of the net income or loss of the Company allocated to them pursuant to Section 6.1 hereof. Notwithstanding the foregoing, to the extent not inconsistent with the allocation of gain provided for in Section 6.1, gain recognized by the Company which represents recapture of depreciation or cost recovery deductions for Federal income tax purposes shall be allocated in accordance with the provisions of Treas. Reg. §1.1245-1(e) (without regard to whether real property or personal property is involved).

7.2 Elections. The Managing Member may make any election required or permitted to be made by the Company under the Code or under the tax laws of any applicable state or local jurisdiction. Notwithstanding the foregoing, the Members agree that the Company shall not make the election provided for under Code section 754 without the unanimous prior written consent of all of the Members.

7.3 Partnership Treatment. It is intended that the Company shall be treated as a partnership for purposes of Federal, state and local income tax or other taxes, and the Members shall not take any position or make any election, in a tax return or otherwise, inconsistent with such treatment.

ARTICLE 8

DISTRIBUTIONS

8.1 Net Cash Flow. For purposes of this Agreement, the term “Net Cash Flow” for any period shall mean the excess, if any, of (a) the gross receipts of the Company, over (b) the sum of all cash operating expenses paid by the Company for such period, including, but not by way of limitation, salaries, taxes, interest, insurance premiums, royalties, rentals, utilities and fees.

8.2 Distribution of Net Cash Flow. Unless otherwise agreed by the unanimous written consent of the Members, the Net Cash Flow for each year (other than Net Cash Flow arising in connection with the liquidation of the Company, which Net Cash Flow shall be distributed as provided in Section 10.3 hereof) shall be distributed at least annually. All such distributions of Net Cash Flow shall be distributed to the Members in accordance with their Percentage Interest as of the close of the period with respect to which the Net Cash Flow is being distributed.

8.3 Property Distributions. If any property of the Company, other than cash, is distributed by the Company to a Member (in connection with the liquidation of the Company or otherwise), then the fair market value of such property shall be used for purposes of determining the amount of such distribution. The difference, if any, of such fair market value over (or under) the value at which such property is carried on the books of the Company shall be credited or charged to the Capital Accounts of the Members in accordance with the ratio in which the Members share in the gain and loss of the Company pursuant to Section 6.1 hereof. The fair market value of the property distributed shall be agreed to by the Members; provided that, if the Members cannot so agree, the issue shall be submitted to arbitration as provided in Article 14 hereof. If any such property is distributed other than in exchange for a Membership Interest, such property shall be distributed in the same manner as if it were Net Cash Flow.

ARTICLE 9

COMPANY MANAGEMENT

9.1 Managing Member. (a) Except as expressly provided in Section 9.2 and otherwise herein, management of the Company shall be vested in PDC (the “Managing Member”). The Managing Member may only be removed or replaced with the unanimous consent of the Members. Except for matters to be approved a or consented to, by the Members under this Agreement, the Managing Member shall have full, exclusive, and complete discretion, power and authority, subject in all cases to the terms of this Agreement and the requirements of applicable law, to manage, control, administer, and operate the business and affairs of the Company for the purposes herein stated, and to make decisions affecting the business and affairs of the Company. All Members reserve fully all rights granted to the Members under this Agreement and to the extent of such rights, the power and authority of each Member shall be superior to the authority and power of the Managing Member.

(b) Service Agreements; Compensation. The Company, through the Managing Member, may enter into a service agreement with PDC to provide management and staff services required by the Company. The Managing Member shall not enter into or bind the Company to any other contract, agreement or obligation without the prior unanimous written consent of the Members. No Member shall be entitled to compensation for performing its obligations as a Member or acting as the Managing Member.

(c) Acts by Members. Except for rights vested in the Members, neither Member shall take, or commit the Company to take, any action, either in its own name in respect of the Company or in the name of the Company, unless the Managing Member has approved the same, under the authority granted herein.

(d) Management of Workforce. No Member shall have any right, power or obligation to exercise any control over the hiring of miners or over the workforce of the Company, including, but not limited to, any employment benefits or other terms and conditions of employment for the employees of the Company, and all such matters are delegated to the management employees of the Company. PDC and PDLH shall take no part in, and shall have no right, power or obligation with respect to, any matter relating to the hiring of miners.

9.2 Approval Rights. Actions which require the unanimous approval of the Members will include:

(a)

Approval of the Capital and Operating Budgets;

(b)

Liquidation and/or dissolution of the Company;

(c)

Replacement or removal of the Managing Member;

(d)

Admission of a new Member;

(e)

Any additional mandatory capital contribution;

(f)

Expulsion of any Member;

(g)

Merger or consolidation with another person;

(h)

Authorization for any transaction, agreement or action unrelated to the Company’s purpose as set forth in this Agreement or the Certificate, that otherwise contravenes this Agreement;

(i)

Any amendment to this Agreement;

(j)

Guarantee of Company debt by the Members;

(k)

Incur any indebtedness or liabilities or make any guaranties of any kind or nature;

(1)

Acquire any assets or properties of any kind or nature except the assets contributed to the Company by the Members in accordance with this Agreement;

(m)

Dispose of any Company asset;

(n)

Enter into any collective bargaining agreement;

(o)

Pledge or encumber, or allow any lien to be place upon any Company asset; and

(p)

Enter into any transaction with a related party.

9.3 Applicant Violator. System. Each Member represents and warrants that such Member, its officers, shareholders, members, subsidiaries, affiliates and any other entity that can be. attributed to it under the “ownership and control” regulations issued by the office of Surface Mining (collectively, “Member Entities”) are not currently permit blocked under the Surface Mining Control and Reclamation Act of 1977 (“SMCRA”). No Member will allow to exist any violation of SMCRA or any comparable state law at any operation of a Member Entity that would cause any other Member or its Member Entities to be permit blocked. Any Member Entity which becomes perinit blocked under SMCRA or any comparable state law shall provide written notice of such event to the other Members within five (5) days and shall take any and all actions necessary for the removal of such permit block within twenty (20) days; provided, however, that if the permit block does not then or thereafter adversely affect the other Members (by permit block or otherwise), the permit blocked entity may contest the permit block in good faith and by appropriate legal proceedings, provided further, however, that if the permit block does adversely affect the other Members (by permit block or otherwise), the non-permit block Member(s) may (i) undertake to remove the condition causing the permit block, at the permit block Member’s expense or (ii) purchase such permit block Member’s interest in the Company at the then Capital Account of such permit blocked Member’s interest.

ARTICLE 10

DISSOLUTION

10.1 Dissolution. The Company shall dissolve upon, but not before, the first to occur of the following:

(a) The consent of all Members to dissolve the Company; or

(b) The dissolution of the Company under the Act by virtue of an event which cannot be waived by the parties.

The Company may only be dissolved in accordance with the foregoing and the Members waive dissolution of the Company on account of any event described in the Act which may be superceded by the terms of this Agreement. Dissolution of the Company shall be effective upon the date on which the event giving rise to the dissolution occurs, but the Company shall not terminate until the assets of the Company have been distributed as provided in Section 10.3. Prior to the liquidation and termination of the Company, the business of the Company, and the obligations of the Members relative to the Company, shall continue to be governed by this Agreement.

10.2 Liquidation and Winding Up Upon Dissolution. Tithe Company is dissolved, the Company shall be wound up and liquidated in accordance with the requirements of law and the following provisions:

(a) The right to wind up the Company’s affairs and to supervise its liquidation shall be exercised jointly by all Members (the “Liquidators”).

(b) Upon dissolution, the Liquidators shall ensure that an account is taken as soon as practicable of all property, assets and liabilities of the Company.

(d) The assets and property of the Company or the proceeds of any sale thereof, together with any amounts received pursuant to Section 10.2(c) hereof, shall be applied by the. Liquidators in accordance with Section 10.3 hereof.

10.3 Distributions Upon Liquidation. Upon the dissolution of the Company, the assets of the Company shall be sold (or distributed in kind, at the option of the Liquidators) in an orderly fashion, and the proceeds thereof shall be distributed, on or before the later to occur of (i) the close of the Company’s taxable year, or (ii) 90 days following the date of such dissolution, as follows:


(a)First:		To the payment and discharge of all of the Company’s debts and liabilities, to the necessary expenses of liquidation, to a cash reserve for the completion of the reclamation obligations of the Company and to the establishment of a cash reserve which the Members determine to create for unmatured and/or contingent liabilities and obligations of the Company.

(b)Second:		To the payment and discharge of all of the Company’s debts and liabilities to Members, pro-rata in accordance with their respective unpaid principal balances.

(c)Third:		To the Members in accordance with their Capital Accounts; provided, however, that if the Liquidators establish any reserves in accordance with the provisions of Section 10.3(a), then the distributions pursuant to this Section 10.3(c) (including distributions of such reserve) shall be pro rata in accordance with the balances of the Members’ Capital Accounts.

No Member shall be required to contribute any property to the Company or any third party by reason of having a negative Capital Account.

ARTICLE 11

ASSIGNMENT; OPTIONS

11.1 Assignment of Member’s Interest. Except as provided below, no Member may withdraw, sell, assign, transfer, pledge, grant a security interest in encumber or otherwise dispose of, all or any part of its Membership Interest in the Company, except to an Affiliate of such Member, without the unanimous prior written consent of all of the Members. Any attempted withdrawal, sale, assignment, transfer, pledge, grant, encumbrance or disposition not permitted by prior written agreement of all Members shall be null and void ab initio and of no force and effect. Each Member may collaterally assign to a financial institution granting credit to the Company, .the right of such Member to receive cash distributions from the Company as set out in this Agreement, but no other right or privilege of a Member under this Agreement. Notwithstanding the foregoing, no Member may transfer, sell, assign, or otherwise dispose of its Membership Interest to an individual or entity if such transfer, sale, assignment or other disposition would cause, or would have the possibility of causing, the assets of the Company to become subject to any obligations under a collective bargaining agreement.

11.2 Involuntary Transfers. If, despite the provisions of Section 11.1, any Member’s Membership Interest is sought to be transferred by any involuntary means, including, but without limitation, attachment, garnishment,, execution, levy, or bankruptcy, then the other Member shall have the option (the “Involuntary Option”) to purchase all or any portion of the Membership Interest sought to be involuntarily transferred at the price and on the terms set out below. The Involuntary Option shall commence upon receipt by the other Member of actual notice of the attempted involuntary transfer and terminate, unless exercised, 60 days thereafter. An election to exercise any Involuntary Option shall be made in writing and transmitted to the Member whose Membership

Interest is sought to be involuntarily transferred. If, notwithstanding the provisions of this Section 11.2, any Membership Interest is transferred by involuntary means and the Member entitled to exercise the Involuntary Option under this Section 11.2 did not receive at least 60 days prior actual notice of the pending involuntary transfer, the Involuntary Option shall remain in force and such Member may purchase the Membership Interest from the transferee(s) of the involuntary transfer at any time within 60 days following the receipt by such Member of notice of such pending or completed involuntary transfer upon the terms set out in this Section 11.2. The purchase price for all of a Member’s Membership Interest purchased pursuant to the exercise of an-Involuntary,Option shall be an amount equal to the Capital Account balance of such Member. The closing of a transfer pursuant to the Involuntary Option shall occur within 45 days following the exercise of the Involuntary Option by the payment of the purchase price to the Member whose interest is transferred or by the payment into a court of competent jurisdiction through an interpleader or other action or in a pending proceeding pursuant to which the involuntary transfer was sought. The transfer of the Membership Interest in accordance with the foregoing shall be automatic. The nature of each Member’s Membership Interest incorporates the rights set out in this Section 11.2.

11.3 Additional Members. Additional Members may be admitted to the Company only at such times and on such terms as specified by the existing Members and only upon the unanimous written consent of all existing Members.

11.4 Right of First Refusal. (a) In the event any Member receives from a third party a bona fide offer to purchase such Member’s (the “Selling Member”) interest in the Company, the Selling Member shall give written notice to the other Members (the “Remaining Members”) of such third party offer. The Remaining Members shall have a period of 30 days from the date the notice is received to elect one of the following two options. The Remaining Members may:

(i) grant their consent to the Seller Member’s proposed transfer of its Membership Interest in the Company. Thereupon, the Selling Member may consummate its transaction with the third party, upon the exact terms and for the exact consideration as both were described in the notice, as promptly as is commercially reasonable, and in no event later than 60 days from the date the Remaining Members grant their consent to the proposed transfer of the Selling Member’s interest in the Company to a third party.

(ii) elect to purchase the Selling Member’s interest in the Company upon the exact terms and for the exact consideration as both were described in the notice, as promptly as is commercially reasonable, in no event later than 60 days from the date the Remaining Member elects to purchase the Selling Member’s interest in the Company.

(b) Should any Member desire to withdraw from the Company (the “Withdrawing Member”), then the Withdrawing Member shall communicate that decision in writing to the Remaining Members, along with the Withdrawing Member’s valuation of its interest in the

Company. If the Remaining Members provide their unanimous written consent as required under Section 11.1 of this Agreement, the Remaining Members and Withdrawing Member shall negotiate n good faith the consideration and the terms upon which the Withdrawing Member’s interest shall )e purchased. Should they fail to reach an agreement within 60 days, then the Withdrawing Member nay attempt to sell its interest to a third party. If such third party buyer is found then the Withdrawing Member must then comply with the above provisions for a Selling Member.

ARTICLE 12

RELATIONSHIP WITH COMPANY

12.1 Promotion of Company. Each Member shall use reasonable efforts to promote the activities of the Company and to ensure its success.

12.2 Information. Subject to any applicable restriction of law, the Members shall be fully and currently informed of the activities of the Company. To the extent that there are any applicable laws or regulations which would have the effect of limiting the right of a Member to be so informed, the other Member shall use all reasonable efforts to obtain waivers thereof in favor of the Company and the Member so limited and, failing the obtaining of such waivers, the Members shall make such arrangements as shall be practicable to preserve to the Company the benefits of the contracts or projects to which such secrecy agreements or laws or regulations relate. Each Member shall not, except as required by law and except for disclosure to its officers, directors, employees, shareholders, members, partners, attorneys, accountants, and Affiliates (who shall be bound by the confidentiality provisions of this Agreement), divulge to any person any confidential or proprietary information concerning the business of the Company including, without limitation, the terms of this Agreement.

ARTICLE 13

GOVERNING LAW

13.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

ARTICLE 14

ARBITRATION

14.1 Any claim or dispute between the Members which arises out of or relates to this Agreement shall be arbitrable. All such arbitrable matters shall arbitrated in accordance with the rules of the American Arbitration Association. The cost of such arbitration shall be borne equally by the Members. The pendency of any arbitration proceeding shall stay any right of a Member to take any action in regard to the other Members which is based upon a claim involved in the matter being arbitrated, but such stay shall not affect the obligations of the parties hereunder to continue with Performance of this Agreement except to the extent of the matter being arbitrated.

ARTICLE 15

NOTICES

15.1 Addresses. All notices, consents, elections, requests, reports, demands and other communications hereunder shall be in writing and shall be personally delivered or mailed by registered or certified, first-class mail, postage prepaid, or sent by confirmed facsimile transmission or by a reputable overnight courier service such as Federal Express,

to PDC:

701 Market Street

St. Louis, MO 63101

Attn: President

to PDLH:

701 Market Street

St. Louis, MO 63101

Attn: President

•

or to such other address or to such other person as a Member shall have last designated by notice to the other Member.

15.2 Effective Date. All notices, consents, elections, requests, reports and other documents authorized or required to be given pursuant to this Agreement shall be effective as of the date received by the recipient or addressee for purposes of calculating the time within which the other Member is obligated to respond, and upon mailing as required in Section 15.1 hereof for all other purposes. If a Member refuses to accept delivery of any notice sent in accordance with Section 15.1 hereof, such Member shall nevertheless be deemed to have received such notice for purposes of this Section 15.2 on the date such refusal first occurred.

ARTICLE 16

MISCELLANEOUS

16.1 Binding on Successors. Except as otherwise provided in this Agreement, this Agreement shall be binding upon and inure to the benefit of the Members and their successors and assigns.

16.2 Amendments. This Agreement shall not be amended or modified except with the unanimous consent of the Members as evidenced by a written instrument executed by all Members.

16.3 Waiver and Consent. No consent or waiver, express or implied, by a Member to or of any breach or default by the other Member in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other Member of the same or any other obligation of such Member hereunder.

16.4 Waiver of Dissolution under the Act. Any dissolution of the Company shall occur only as provided herein, and each Member hereby waives and renounces its rights, if any, under the Act to seek a court decree of dissolution, to seek the appointment of a liquidator of the Company,-and to seek a partition of any Company property.

16.5 Relationship of the Members. The relationship between the Members shall be limited to the performance of the transactions contemplated by this Agreement and by the Formation and Transfer Agreement, (including the Closing Documents referred to therein) and in accordance with their terms. Nothing herein shall be construed to authorize a Member to act as general agent for the other Member.

16.6 Further Assurances. The Members shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purpose of this Agreement.

16.7 Severability. If any provision of this Agreement or the application thereof to any person or circumstance is invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

16.8 Agreement in Counterparts. This Agreement maybe executed in as many counterparts as maybe deemed necessary and convenient. Each counterpart when so executed shall be deemed an original, but all counterparts shall constitute one and the same instrument.

16.9 Entire Agreement. This Agreement, the Formation and Transfer Agreement and the Closing Documents referred to in the Formation and Transfer Agreement contain the entire agreement between the parties hereto relative to the Company. Exhibits are incorporated into this Agreement by reference.

16.10 No Third Party Beneficiary. Except as specifically set forth herein, this Agreement is made solely and specifically between and for the benefit of the parties hereto, and their respective Permitted successors and assigns, and no other person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

IN WITNESS WHEREOF, the parties hereto have duly caused the execution of this Agreement by their duly authorized officers, as of the day and year first above written.

PEABODY DEVELOPMENT COMPANY

By: /s/ Kemal Williamson

Title: Vice President

PEABODY DEVELOPMENT LAND HOLDINGS,

LLC

By: /s/ Kemal Williamson

Title: Vice President

EXHIBIT LIST

Exhibit 1.1 Certificate of Formation

Exhibit 3.1(a) PDC Contributed Reserves

Exhibit 3.1(b) PDLH Contributed Reserves

EXHIBIT 3.1(a)

PDC Contributed Reserves


	agreed value
Missouri
Power Mine Area (1962)	$	320,000
Schell-Osage Area (1108)		64,000
Walker. Area (1481)		20,000
Power Mine Area (62)		1,000
Ohio

Glouster Underground Area (1469)		295,000

		700,000

EXHIBIT 3.1(b)

PDLH Contributed Reserves


Illinois	Agreed Value
Eagle #3 Area (1991)	$	200,000
St. Ellen Area (1319)		370,000
Danville Area (1170)		130,000

	$	700,000

EX-3.37 32 d358187dex337.htm EX-3.37 EX-3.37

Exhibit 3.37

CERTIFICATE OF INCORPORATION

PEABODY COALSALES COMPANY

1. The name of the corporation is

PEABODY COALSALES COMPANY

3. The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any.part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of tbe United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this corporation.

To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

To borrow or raise money for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issued promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease,

exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the corporation’s property and assets, or any interest therein, wherever situated. In general, to possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware or by any other law of Delaware or by this Certificate of Incorporation together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the corporation.

The business and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in this certificate of incorporation, but the business and purposes specified in each of the foregoing clauses of this article shall be regarded as independent business and purposes.

4. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) and the par value of each of such shares is Ten Dollars ($10.00) amounting in the aggregate to Ten Thousand Dollars ($10,000.00).

5. The name and mailing address of each incorporator is as follows:


NAME		MAILING ADDRESS.
M. A. Brzoska		Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

K. A. Widdoes		Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

L. J. Vitalo		Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

By a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to

the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or by-laws, expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

9. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

10. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 3rd day of June , 1992.

/s/ M. A. Brzoska

M. A. Brzoska Incorporator

/s/ K.A. Widdoes

K. A. Widdoes Incorporator

/s/ L. J. Vitalo

L. J. Vitalo Incorporator

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

CASTNER, CURRAN & BULLITT, INCORPORATED

AND

PEABODY GLOBAL COAL, INC.

INTO

PEABODY COALSALES COMPANY

PEABODY COALSALES COMPANY, a corporation organized and existing under the laws of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 3rd day of June, 1992, pursuant to the General Corporation Law of the State of Delaware.

SECOND: That this corporation owns all one hundred fifty (150) shares of the outstanding shares of common stock of Castner, Curran & Bullitt, Incorporated, a corporation incorporated on the 10th day of May, 1929, pursuant to the General Corporation Law of the State of Virginia

That this corporation owns all ten (10) shares of the outstanding shares of common stock of Peabody Global Coal, Inc., a corporation incorporated on the 22nd day of January, 1997, pursuant to the General Corporation Law of the State of Delaware,

THIRD: That these corporations, by the following resolutions of their Board of Directors, duly adopted by unanimous written consent of its members, filed with the minutes of the Board on September 2, 1997;

RESOLVED, that PEABODY COALSALES COMPANY, a Delaware corporation, merge, and it does hereby merge into itself said CASTNER, CURRAN & BULLITT, INCORPORATED, a Virginia corporation, and PEABODY GLOBAL COAL, INC., a Delaware corporation and assumes all of the obligations of CASTNER, CURRAN & BULLITT, INCORPORATED and PEABODY GLOBAL COAL, INC.; and

FURTHER RESOLVED, that the merger shall be effective upon the date of filing with the Secretary of State of Delaware.

FURTHER RESOLVED, that the proper officer of this corporation be and he or she is hereby directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said CASTNER, CURRAN & BULLITT, INCORPORATED and PEABODY GLOBAL COAL, INC., and assume their liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger.

IN WITNESS WHEREOF, said PEABODY COALSALES COMPANY has caused this Certificate to be signed by Thomas S. Hilton, its Vice President & Treasurer, this 27th day of October, 1997.

T. S. Hilton - Vice President & Treasurer

By: /s/ T. S. Hilton

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A LIMITED LIABILITY COMPANY

PURSUANT TO SECTION 266 OF THE

DELAWARE GENERAL CORPORATION LAW

1.	The name of the Corporation is PEABODY COALSALES COMPANY.

2.	The date on which the original Certificate of Incorporation was filed with the Secretary of State is June 3, 1992.

3.	The name of the limited liability company into which the corporation is herein being converted is COALSALES II, LLC,

4.	This Certificate of Conversion shall be effective immediately upon filing with the Secretary of State of Delaware.

5.	The conversion has been approved in accordance with the provisions of Section 266 of the Delaware General Corporation Law.

By: /s/ Joseph W. Bean

Name: JOSEPH W. BEAN

Print or Type Name

CERTIFICATE OF FORMATION

COALSALES II, LLC

The name of the limited liability company is COALSALES II, LLC

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of COALSALES II, LLC this 10th day of December, 2004.

By: /s/ Joseph W. Bean

Name: JOSEPH W. BEAN

Organizer

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is COALSALES II, LLC



By:		/s/ Kenneth L. Wagner
		Authorized Person



Name:		Kenneth L. Wagner
		Print or Type

EX-3.38 33 d358187dex338.htm EX-3.38 EX-3.38

Exhibit 3.38

LIMITED LIABILITY COMPANY AGREEMENTOF

COALSALES II, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of COALSALES II, LLC, (the “LLC”), is dated as of December 27, 2004 and made by Peabody Holding Company, Inc., a New York corporation (the “Member”).

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (the “Delaware LLC Act”) pursuant to a Certificate of Conversion filed with the Delaware Secretary of State on December 27, 2004; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. LLC FORMATION, NAME, PLACE OF BUSINESS

1.1 Formation of LLC; Certificate of Conversion

The Member of the LLC hereby acknowledges the formation of the LLC as a limited liability company pursuant to the Delaware LLC Act by virtue of the filing of a Certificate of Conversion with the Delaware Secretary of State on December 27, 2004; and

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “COALSALES II, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Member promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Delaware LLC Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Delaware LLC Act.

4. LIABILITY OF MEMBER

such debt, obligation or liability of the LLC solely by reason of being a member or a member or a director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member. The failure of the LLC to observe any formalities or requirements relating to the exercise of its power or management of its business or affairs under the Delaware LLC Act or this Agreement shall not be grounds for imposing personal liability on the Member, or any director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member for liabilities of the LLC.

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT

6.1 Member Management

7. INDEMNIFICATION OF REPRESENTATIVES, COMMITTEE MEMBERS AND EMPLOYEES

7.1 Indemnification

7.2 Expenses

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7 except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(i) first, to the creditors of the LLC, which may include the Member as a creditor, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the LLC (or any nature whatsoever, including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or -unsecured), whether by payment or the making of reasonable provisions for payment thereof; and

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

PEABODY HOLDING COMPANY, INC.

By: /s/ Walter L. Hawkins, Jr.

Name: Walter L. Hawkins, Jr.

Title: Vice President

EX-3.39 34 d358187dex339.htm EX-3.39 EX-3.39

Exhibit 3.39

CERTIFICATE OF INCORPORATION

COLORADO YAMPA COAL COMPANY

1. The name of the corporation is:

COLORADO YAMPA COAL COMPANY

2. The address of its registered office in the State of Delaware is 100 West Tenth Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Hundred (100) and the par value of each of such shares is One Hundred Dollars ($100.00) amounting in the aggregate to Ten Thousand Dollars ($10,000.00).

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by ballot.

6. The name and mailing address of the incorporator is:

L. M. Custis

100 West Tenth Street

Wilmington, Delaware 19801

I 1, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 23rd day of August, 1982.

/s/ L. M. Custis

L. M. Custis

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

COLORADO YAMPA COAL COMPANY

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is:

COLORADO YAMPA COAL COMPANY

2. The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on March 8, 2010.

/s/ Kenneth L. Wagner

Name: Kenneth L. Wagner

Title: Vice President

EX-3.40 35 d358187dex340.htm EX-3.40 EX-3.40

Exhibit 3.40

COLORADO YAMPA COAL COMPANY

BYLAWS

(As amended January 3, 1995)

ARTICLE I. STOCKHOLDERS

Section 1.

The annual meeting of the stockholders of the Corporation shall be held in such city in the United States, and at such time and at such place in such city as the Board of Directors, from time to time, shall establish, provided that at least ten days’ notice shall be given to the stockholders of the time and place so fixed, for the purpose of electing Directors and for the transaction of such other business as may properly be brought before the meeting.

Section 2.

Special meetings of the stockholders may be held on call of the Board of Directors or of the Executive Committee or of the President or of the stockholders owning fifty percent (50%) of the outstanding shares of the Corporation entitled to vote at such meeting at such time and at such place within or without the State of Delaware as may be fixed by the Board of Directors or by the Executive Committee or by the President or by the stockholders who own 50% of the outstanding shares of the Corporation entitled to vote, as the case may be, and as may be stated in the notice setting forth such call.

Section 3.

Notice of the time and place of every meeting of stockholders shall be delivered personally or mailed at least ten days previous thereto to each stockholder of record entitled to vote who shall have furnished a written address to the Secretary of the Corporation for the purpose. Such further notice shall be given as may be required by law. Meetings may be held without notice if all stockholders entitled to vote are present or if notice is waived by those not present.

Section 4.

The holders of record of a majority of the shares of the capital stock of the Corporation, issued and outstanding and entitled to vote, present in person or by proxy, shall, except as otherwise provided by the law, constitute a quorum at all meetings of the stockholders. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained.

Section 5.

Meetings of the stockholders shall be presided over by the President, or if he is not present, by a Vice President, or if no such officer is present, or being present, declines to act as Chairman of the meetings, by a Chairman to be chosen at the meeting. The Secretary of the Corporation, or in his absence an Assistant Secretary, shall act as Secretary of the meeting, or if neither the Secretary nor an Assistant Secretary is present, or, being present, declines to act as secretary of the meeting, then the Secretary chosen at the meeting shall act as such.

Section 6.

Each stockholder entitled to vote at any meeting shall have one vote in person or by proxy for each share of stock held by him which has voting power upon the matter in question at the time; but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 7.

At all elections of Directors by the stockholders the voting may be by viva voce, and a majority of the votes cast thereat shall elect.

Section 8.

The Board of Directors may close the stock transfer books of the Corporation for a period not exceeding sixty days, stockholders, or in lieu of closing the stock transfer books, the Board of Directors may fix in advance a date not exceeding sixty days, nor less than ten days, preceding the date of any meeting of stockholders as a record date for the designation of the stockholders entitled to notice of, and to vote at, any such meeting, and in such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

ARTICLE II. DIRECTORS

Section 1.

The Board of Directors of the Corporation shall consist of one or more members, the exact number of which to be determined from time to time by the Board of Directors or by the shareholders. Directors shall hold office until the annual meeting of the stockholders next ensuing after their election or their respective successors are duly elected and shall have qualified. Directors need not be stockholders. A majority of the Directors shall constitute a quorum for the transaction of business.

Section 2.

Whenever any vacancy shall have occurred in the Board of Directors by reason of death, resignation or otherwise, it shall be filled by the remaining Directors at any meeting and the person so chosen shall hold office for the unexpired term of the Director whom he shall have succeeded, or in a case of any increase in the number of Directors by amendment of the Bylaws, the person so chosen shall hold office until his successor is duly elected and shall have qualified.

Section 3.

Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolutions of the Board of Directors or as may be specified in the call of any meeting. Regular meetings of the Board of Directors shall be held at such time as may from time to time be fixed by resolutions of the Board and special meetings may be held at any time upon the call of the Executive Committee or the President or two-thirds of the Directors then in office by oral, telegraphic, or written notice duly served on or sent or mailed to each Director not less than one day before such meeting. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of stockholders. Notice need not be given of regular meetings of the Board Directors held at times fixed by resolution of the Board of Directors. Meetings, either regular or special, may be held at any time without notice if all of the Directors are present or if those not present waive notice of the meeting, in writing.

Section 4.

Notwithstanding anything to the contrary contained in the Bylaws of the Corporation, any one or more or all of the Directors may be removed either with or without cause at any time by the affirmative vote of a majority of the issued and outstanding shares of stock of the Corporation at any special meeting which may be called by the holder or holders of a majority of the outstanding shares entitled to vote for the election of Directors, at such time and at such place within or without the State of Delaware as may be fixed by the said stockholders and thereupon the term of each Director or Directors who shall have been so removed shall forthwith terminate and there shall be a vacancy or vacancies in the Board of Directors, which vacancy or vacancies shall be filled by the election of a new Director or Directors at the same special meeting, which new Director or Directors shall serve until his successor or their successors shall be elected and shall qualify.

Section 5.

Each Director and officer, whether or not then in office, shall be indemnified by the Corporation against all costs and expenses reasonably incurred by, or imposed upon him in connection with, or arising out of, any action, suit or proceeding in which he may be involved or to which he may be made a party by reason of his being or having been a Director or officer of the Corporation, such expenses to include the cost of reasonable settlements (other than amounts paid to the Corporation itself) made with a view to curtailment of costs of litigation. The Corporation shall not, however, indemnify such Director or officer with respect to matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been derelict in the performance of his duty as such Director or officer, and in no event shall anything herein contained be so construed as to authorize the Corporation to indemnify any such director or officer against any liability to the Corporation or to its security holders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer may be entitled as a matter of law.

ARTICLE III. OFFICERS

Section 1.

The Board of Directors, as soon as may be after the election thereof held in each year, shall choose a President of the Corporation, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors or the Executive Committee may from time to time appoint such additional Vice Presidents, such Assistant Secretaries, Assistant Treasurers and such other officers as it may deem proper and may fill vacancies in any offices. The offices of Secretary and Treasurer may be held by the same person, and a Vice President may also be either the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

Section 2.

The term of office for all officers shall be one year, or until their respective successors are chosen, but any officer may be removed from office with or without cause at any time by the affirmative vote of a majority of the members of the Board of Directors in office.

Section 3.

The officers of the Corporation shall each have such powers and duties as generally pertain to their respective positions as well as such power and duties as from time to time may be conferred by the Board of Directors or by the Executive Committee. The Treasurer and the Assistant Treasurers may be required to give bond for the faithful discharge of their duties in such form and with such surety or sureties as the Board may from time to time prescribe.

ARTICLE IV. CERTIFICATES OF STOCK

Section 1.

The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The shares in the stock of the Corporation shall be transferred on the Books of the Corporation by the holder thereof in person or by his duly authorized attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agent may reasonably require.

Section 2.

The certificates of stock shall be signed by the President or a Vice President and by the Secretary, the Treasurer, an Assistant Secretary, or an Assistant Treasurer, and countersigned and registered in such manner, if any, as the Board of Directors or the Executive Committee may by resolution prescribe.

ARTICLE V. CHECKS, NOTES, ETC.

All checks and drafts on the Corporation’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money shall be signed by such officer or officers, agent or agents as shall be thereunto authorized from time to time by the Board of Directors or the Executive Committee.

ARTICLE VI. AMENDMENTS

The Bylaws of the Corporation may be amended, added to, rescinded, or repealed at any meeting of the Board of Directors or of the stockholders provided notice of the proposed change is given in the notice of the meeting. The Board of Directors, however, shall have no power to amend, add to, rescind, or repeal any Bylaw duly adopted by the stockholders at an annual meeting or at a special meeting called in the manner prescribed by in the Bylaws. No change of the time or place for the annual meeting of the stockholders for the election of Directors shall be made except in accordance with the laws of the State of Delaware.

EX-3.41 36 d358187dex341.htm EX-3.41 EX-3.41

Exhibit 3.41

CERTIFICATE OF FORMATION

ILLINOIS BASIN OIL & GAS, LLC

The name of the limited liability company is Illinois Basin Oil & Gas, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 13th day of October 2006.



By:		/s/ Jeffery L. Klinger
		Jeffery L. Klinger, Authorized Peson

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

ILLINOIS BASIN OIL & GAS, LLC

The name of the limited liability company is:

Illinois Basin Oil & Gas, LLC

2.	Article I of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Conservancy Resources, LLC.”

3.	This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 30^th day of October, 2007.


Peabody Natural Gas, LLC its Sole Member

/s/ Bryan L. Sutter
By:		Bryan L. Sutter
Its:		Assistant Secretary

EX-3.42 37 d358187dex342.htm EX-3.42 EX-3.42

Exhibit 3.42

LIMITED LIABILITY COMPANY AGREEMENT OF

ILLINOIS BASIN OIL & GAS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Illinois Basin Oil & Gas, LLC (the “LLC”), dated as of October 13, 2006, is made by Peabody Natural Gas, LLC (the “Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1

Formation of LLC; Certificate of Formation

1.2

Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Illinois Basin Oil & Gas, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3

Place of Business

1.4

Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1

Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2

Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1

Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2

Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3

Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1

Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2

Officers

7.	INDEMNIFICATION

7.1

Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the lndemnitee), whether civil, criminal, administrative or investigative, in which the lndemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no lndemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2

Expenses

7.3

Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or as approved by the Member, as a matter of law or equity, or otherwise, both as to an action in such Indernnitee’s capacity as the Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

7.4

Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5

Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6

Other Persons

7.7

Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1

Effect of Dissolution

8.2

Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3

Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

Peabody Natural Gas, LLC,

the Sole Member

/s/ Walter L. Hawkins, Jr.

By: Walter L. Hawkins, Jr.

Its: Vice President & Treasurer

EX-3.49 38 d358187dex349.htm EX-3.49 EX-3.49

Exhibit 3.49

CERTIFICATE OF FORMATION

PG INVESTMENTS TWO, L.L.C.

FIRST: The name of the limited liability company (hereinafter the “limited liability company”) is PG Investments Two, L.L.C.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of PG Investments Two, L.L.C. this 25th day of August, 2000.

/s/ David F. Hannan

David F. Hannan

Authorized Person

CERTIFICATE OF AMENDMENT

CERTIFICATE OF FORMATION

PG INVESTMENTS TWO, L.L.C.

The name of the limited liability company is PG Investments Two, L.L.C.

“FIRST: The name of the limited liability company is Dyson Creek Coal Company, LLC”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Formation of PG Investments Two, L.L.C. this 28^th day of July 2005.


PG INVESTMENTS TWO, L.L.C.

By:		/s/ Joseph W. Bean
Joseph W. Bean, Authorized Person

CERTIFICATE OF AMENDMENT

CERTIFICATE OF FORMATION

DYSON CREEK COAL COMPANY, LW

I.	The name of the limited liability company is Dyson Creek Coal Company, LLC.

2.	The Certificate of Formation of limited liability company is hereby amended as follows: the FIRST Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

“FIRST: The name of the limited liability company is American Land Holdings of Kentucky, LLC”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Formation of Dyson Creek Coal Company, LLC this 29th day of August, 2005.


DYSON CREEK COAL COMPANY, LLC

By:		/s/ Joseph W. Bean
Joseph W. Bean, Authorized Person

CERTIFICATE OF AMENDMENT

CERTIFICATE OF FORMATION

AMERICAN LAND HOLDINGS OF KENTUCKY, LLC

1,	The name of the limited liability company is American Land Holdings of Kentucky, LLC.

2.	The Certificate of Formation of limited liability company is hereby amended as follows: the FIRST Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

“FIRST: The name of the limited liability company is Dyson Creek Coal Company, LLC”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Formation of American Land Holdings of Kentucky, LLC this 8th day of September, 2005.

AMERI AN LAND HOLDINGS OF KENTUCKY, LLC

By: /s/ Joseph W. Bean

Joseph W. Bean, Authorized Person

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is DYSON CREEK COAL COMPANY, LLC



By:		/s/ Kenneth L. Wagner
		Authorized Person



Name:		Kenneth L. Wagner
		Print or Type

EX-3.50 39 d358187dex350.htm EX-3.50 EX-3.50

Exhibit 3.50

LIMITED LIABILITY COMPANY AGREEMENT

PG INVESTMENTS TWO, L.L.C.

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of PG INVESTMENTS TWO, L.L.C. (the “LLC”), is dated as of August 28, 2000, and made by Gold Fields Mining Corporation, a Delaware corporation (the “Member”).

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. LLC FORMATION, NAME, PLACE OF BUSINESS

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be "PG Investments Two, L.L.C.". The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Member promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

L3. Place of Business

The LLC's principal place of business shall be St. Louis, Missouri. The Member may establish and maintain such other offices and additional places of business of the LLC, either within or without the State of Delaware, or close any office or place of business of the LLC, as it deems appropriate.

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1. Purposes

The purposes of the LLC shall be (i) to hold, whether directly or indirectly through subsidiaries and other controlled entities, entities engaged in the restructuring of electric power contracts, (ii) to undertake any lawful transactions and engage in any lawful activity incidental to or in furtherance of the foregoing purpose or otherwise related to the energy business; and (iii) as agreed by the Member, to engage in any other lawful business, purpose or activity permitted by the Delaware LLC Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

4.	LIABILITY OF MEMBER

Except as otherwise provided in the Delaware LLC Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC, and neither the Member nor any director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member shall be obligated personally for any such debt, obligation or liability of the LLC solely by reason of being a member or a director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member. The failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Delaware LLC Act or this Agreement shall not be grounds for imposing personal liability on the Member or any director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member for liabilities of the LLC.

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2. No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.4. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT

6.1. Member Management

7.	INDEMNIFICATION OF REPRESENTATIVES, COMMITTEE MEMBERS AND EMPLOYEES

7.1. Indemnification

The LLC shall indemnify and hold harmless the Member and each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits, or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence, or willful misconduct.

7.2. Expenses

7.3. Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or as approved by the Member, as a matter of law or equity, or otherwise, both as to an action in such Indemnitee's capacity as the Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns, and administrators of the Indemnitee.

7.4. Notice

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution, or within a reasonable time after notice of such Claim from an Indemnitee, the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise, or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

The provisions of this Section 7 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

8.	DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(i) first, to the creditors of the LLC, which may include the Member as a creditor, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the LLC (of any nature whatsoever, including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

The winding up of the LLC shall be completed when all of its debts, liabilities, and obligations have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the LLC have been distributed to the Member. Upon the completion of the winding up of the LLC, a Certificate of Cancellation of the LLC shall be filed with the Delaware Secretary of State.

AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.	GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

Gold Fields Mining Corporation

By: /s/ James C. Sevem

Name: James C. Sevem

Title: Vice President and Assistant Secretary

EX-3.51 40 d358187dex351.htm EX-3.51 EX-3.51

Exhibit 3.51

CERTIFICATE OF FORMATION

DYSON CREEK MINING COMPANY, LLC

1. The name of the united liability company is Dyson Creek Mining Company, 11C.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective immediately upon tiling with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this , 11th day of December 2006.



By:		/s/ Joseph W. Bean
Joseph W. Bean, Authorized Person

EX-3.52 41 d358187dex352.htm EX-3.52 EX-3.52

Exhibit 3.52

LIMITED LIABILITY COMPANY AGREEMENT OF

DYSON CREEK MINING COMPANY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Dyson Creek Mining Company, LLC (the “LLC”), dated as of December 11, 2006, is made by Midwest Coal Resources, LLC (the “Member”), a Delaware limited liability company as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (the "Act") pursuant to a Certificate of Formation filed with the Delaware Secretary of State on December 11, 2006; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Dyson Creek Mining Company, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

c. Vice Presidents. In the absence of the President or in the event of the President's inability to act, the Vice Presidents, if any (and in the event there be more than one Vice President, the Vice Presidents in the order designated by the Member, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Member may from time to time prescribe.

e. Treasurer. The Treasurer shall have the custody of the LLC funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the LLC and shall deposit all moneys and other valuable effects in the name and to the credit of the LLC in such depositories as may be designated by the Member. The Treasurer shall disburse the funds of the LLC as may be ordered by the Member, taking proper vouchers for such disbursements, and shall render to the Member, at its regular meetings or when the Member so requires, an account of all of the Treasurer's transactions and of the financial condition of the LLC.

f. Officers as Agents. The officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member not inconsistent with this Agreement, are agents of the LLC for the purpose of the LLC's business, and, the actions of the officers taken in accordance with such powers shall bind the LLC.

7. INDEMNIFICATION

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee's conduct did constitute fraud, gross negligence or willful misconduct.

7.2 Expenses

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

Upon the dissolution of the LLC, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested in the Member, which shall have full power and authority to sell, assign and encumber any and all of the LLC's assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority:

(ii) thereafter, one hundred percent (100%) to the member.

8.3 Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Midwest Coal Resources, LLC

		/s/ Walter L. Hawkins, Jr.
By:		Walter L. Hawkins, Jr.
Its:		Vice President & Treasurer

EX-3.53 42 d358187dex353.htm EX-3.53 EX-3.53

Exhibit 3.53

CERTIFICATE OF FORMATION

EL SEGUNDO COAL COMPANY, LLC

The name of the limited liability company is El Segundo Coal Company, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 27^th day of December 2006.

/s/ Bryan L. Sutter

Bryan L. Sutter, Authorized Person

EX-3.54 43 d358187dex354.htm EX-3.54 EX-3.54

Exhibit 3.54

AMENDED and RESTATED LIMITED LIABILITY COMPANY AGREEMENT

EL SEGUNDO EMPLOYMENT COMPANY, LLC

THIS AMENDED and RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of El Segundo Employment Company, LLC (the “LLC”), dated as of October 9, 2007, is made by New Mexico Coal Resources, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on September 13, 2007 which changed the LLC’s name from “El Segundo Coal Resources, LLC” to “El Segundo Employment Company, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be El Segundo Employment Company, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

a Appointments. The officers of the LLC shall be chosen by the Member and shall consist of at least a President, one or more Vice Presidents, a Secretary and a Treasurer. Any number of offices may be held by the same person, except that the same person shall not be President and Vice President or President and Secretary. The Member may appoint such other officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. The compensation of all officers and agents of the LLC shall be fixed by or in the manner prescribed by the Member. The officers of the LLC shall hold office until their successors are chosen and qualified, or until their earlier death, resignation or removal. Any officer elected or appointed by the Member may be removed at any time, with or without cause, by the Member. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the LLC shall be filled by the Member.

7. INDEMNIFICATION

7.1 Indemnification

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

Except as specifically provided in Section 7.3, the provisions of this Section 7 are for the benefit of the Indemnitees only, and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


New Mexico Coal Resources, LLC

By:		/s/ John F. Quinn, Jr.
Name:		John F. Quinn, Jr.
Its:		Vice President

Being the Sole Member of El Segundo Employment Company, LLC

EX-3.55 44 d358187dex355.htm EX-3.55 EX-3.55

Exhibit 3.55

CERTIFICATE OF FORMATION

SAN FRAN EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is San Fran Employment Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.


By:		/s/ Edward L. Sullivan
		Edward L. Sullivan
		Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

SAN FRAN EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

San Fran Employment Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Elkland Holdings, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 13^th day of January, 2009.

Midwest Coal Resources, LLC

its Sole Member

/s/ Kenneth L. Wagner

By: Kenneth L. Wagner

Its: Assistant Secretary

EX-3.56 45 d358187dex356.htm EX-3.56 EX-3.56

Exhibit 3.56

LIMITED LIABILITY COMPANY AGREEMENT of

ELKLAND HOLDINGS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Elkland Holdings, LLC (the “LLC”), dated as of January 20, 2009, is made by Peabody Holding Company, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (the “Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State on November 14, 2008;

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on January 13, 2009 which changed the LLC’s name from “San Fran Employment Resources, LLC” to “Elkland Holdings, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1, FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Elkland Holdings, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4.

Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1.

Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2.

Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AN CERTAIN PROCEEDS

5.1.

Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2.

Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3.

Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1.

Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2.

Officers

person so removed. Any vacancy occurring in any office of the LLC shall be filled by the Member.

7. INDEMNIFICATION

7.1.

Indemnification

7.2.

Expenses

7.3.

Other Rights

periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The provisions of this Section 7 shall be deemed to be a contract between the LLC and the Member and between the LLC and each director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or of the Member who serves in such capacity at any time while this Section 7 and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any Claim then or theretofore existing, or any Claim thereafter brought or threatened based in whole or in part on any such state of facts.

7.4.

Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5.

Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6.

Other Persons

7.7.

Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1.

Effect of Dissolution

8.2.

Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3.

Winding Up and Certificate of Cancellation

AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.	GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

Peabody Holding Company, LLC

By: /s/ John F. Quinn, Jr.

Name: John F. Quinn, Jr.

Its: Vice President

Being the Sole Member of

Elkland Holdings, LLC

EX-3.57 46 d358187dex357.htm EX-3.57 EX-3.57

Exhibit 3.57

State of Indiana

Office of the Secretary of State

CERTIFICATE OF ORGANIZATION

FALCON COAL COMPANY, LLC

I, TODD ROKITA, Secretary of State of Indiana, hereby certify that Articles of Organization of the above Domestic Limited Liability Company (LLC) have been presented to me at my office, accompanied by the fees /rescribed by law and that the documentation presented conforms to law as prescribed by’ the provisions of the Indiana Business Flexibility Act,

NOW, THEREFORE, with this document I certify that said transaction will become effective Wednesday, November 01, 2006.


[SEAL]	In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, November 1, 2006.

		/s/ Todd Rokita
		TODD ROKITA, SECRETARY OF STATE

ARTICLES OF CONVERSION

OF FALCON COAL COMPANY

Pursuant to Indiana Code 23-l-38.5-13(c) the above-referenced Indiana general partnership desiring to effect a conversion to an Indiana limited liability company, hereby sets forth and represents the following:

ARTICLE I.

A. The name of the Indiana general partnership immediately prior to filing these Articles of Conversion is FALCON COAL COMPANY.

B. The name of the Indiana limited liability company following this conversion (the “Company”) shall be FALCON COAL COMPANY, LLC.

ARTICLE II.

The plan of conversion was properly approved in accordance with Indiana law.

ARTICLE III.

The information contained in the Articles of Organization attached hereto as Exhibit A is hereby incorporated by reference.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Conversion on the 31^st day of October, 2006.

FALCON COAL COMPANY

/s/ John F. Quinn, Jr.

By: John F. Quinn, Jr.

Its: Vice President

ARTICLES OF ORGANIZATION

FALCON COAL COMPANY, LLC

Pursuant to the provisions of the Indiana Business Flexibility Act, Indiana Code 23-18-1-1 et seq. (the “Act”), the limited liability company named below is hereby formed by the undersigned individual, acting as the sole organizer thereof, by the adoption and filing of these Articles of Organization providing as follows:

1. Name. The name of the limited liability company is FALCON COAL COMPANY, LLC (the “Company”).

2. Registered Office and Agent. The street address of the Company’s registered office in Indiana is 251 E. Ohio Street, Suite 1100, Indianapolis, Indiana 46204 and the name of the Company’s registered agent at that office is CT Corporation System.

3. Duration. The term of existence of the Company is perpetual, unless earlier dissolved in accordance with the Act or the Company’s Operating Agreement as in effect from time to time hereafter.

4. Management. The Company shall be managed by its members.

5. Purpose. The Company shall engage in such lawful and permitted business activities as may from time to time be authorized by the members or managers of the Company in accordance with the Company’s Operating Agreement or, in the absence thereof, in accordance with the Act.

Executed as of the 31st day of October, 2006.

/s/ John F. Quinn, Jr.

By: John F. Quinn, Jr.

Its: Organizer

EX-3.58 47 d358187dex358.htm EX-3.58 EX-3.58

Exhibit 3.58

AMENDED AND RESTATED OPERATING AGREEMENT

FALCON COAL COMPANY, LLC

THIS AMENDED AND RESTATED OPERATING AGREEMEN1 (“Agreement”) of Falcon Coal Company, LLC (the “LLC”), dated as of November 21, 2006, is made by Black Beauty Coal Company, LLC (the “Member”), an Indiana limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Indiana Business Flexibility Act (the “Act”) pursuant to Articles of Conversion filed with the Indiana Secretary of State on November 1^st, 2006; and

WHEREAS, the Member is the sole member of the LLC.

WHEREAS, the Member wishes to amend and restate the operating agreement of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1

Formation of LLC; Articles of Conversion

The Member hereby acknowledges the formation of the LLC as a limited liability company pursuant to the Act by virtue of the filing of Articles of Conversion with the Indiana Secretary of State on November 1^st, 2006.

1.2

Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Falcon Coal Company, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Indiana or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Indiana, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3

Place of Business

The LLC’s principal place of business shall be Evansville, Indiana. The Member may establish and maintain such other offices and additional places of business of the LLC, either within or without the State of Indiana, or close any office or place of business of the LLC, as it deems appropriate.

1.4

Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

251 East Ohio Street

Suite 1100

Indianapolis, Indiana 46204

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1

Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2

Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF MEMBER

LLC to observe any formalities or requirements relating to the exercise of its power or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, or any director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member for liabilities of the LLC.

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1

Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2

Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3

Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1

Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2

Officers

prescribed by the Member. The officers of the LLC shall hold office until their successors are chosen and qualified, or until their earlier death, resignation or removal. Any officer elected or appointed by the Member may be removed at any time, with or without cause, by the Member. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the LLC shall be filled by the Member.

c. Vice Presidents. In the absence of the President or in the event .of the President’s inability to act, the Vice Presidents, if any (and in the event there be more than one Vice President, the Vice Presidents in the order designated by the Member, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Member may from time to time prescribe.

7.	INDEMNIFICATION

7.1

Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2

Expenses

7.3

Other Rights

7.4

Notice

7.5

Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6

Other Persons

7.7

Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1

Effect of Dissolution

Upon dissolution, the LLC shall cease carrying on its business but shall not terminate until the winding up of the affairs of the LLC is completed, the assets of the LLC have been distributed as provided below and the Articles of Dissolution of the LLC under the Act has been filed with the Secretary of State of the State of Indiana.

8.2

Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3

Winding Up and Articles of Dissolution

The winding up of the LLC shall be completed when all of its debts, liabilities and obligations have been paid and discharged or reasonably adequate provisions therefor has been made, and all of the remaining property and assets of the LLC have been distributed to the Member. Upon the completion of the winding up of the LLC, Articles of Dissolution shall be filed with the Indiana Secretary of State.

AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.	GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Indiana without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

BLACK BEAUTY COAL COMPANY, LLC


		/s/ John F. Quinn, Jr.
		By: John F. Quinn, Jr
		Its: Vice President

EX-3.61 48 d358187dex361.htm EX-3.61 EX-3.61

Exhibit 3.61

CERTIFICATE OF INCORPORATION

-of-

EXPLORACIONES Y MINERALES SIERRA MORENA S.A.

FIRST: The name of the corporation is Exploraciones y Minerales Sierra Morena S.A.

SECOND: The corporation’s registered office in the State of Delaware is at 306 South State Street, in the City of Dover, County of Kent. The name of its registered agent at that address is United States Corporation Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) shares, all of which shall be Common Shares without par value.

FIFTH: The name and mailing address of the incorporator is as follows:

William D. Stemnel

299 Park Avenue

New York, New York 10017

SIXTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the corporation and for further definition, limitation and regulation of the powers of the corporation and of its directors and stockholders:

(1) The number of directors of the corporation shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws. Election of directors need not be by ballot unless the by-laws so provide.

(2) The Board of Directors shall have power without the assent or vote of the stockholders to make, alter, amend, change, add to or repeal the by-laws of the corporation; to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property of the corporation; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends.

(3) In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directf.^,rs are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this Certificate of Incorporation, and to any by-laws from time to time made by the Stockholders; provided, however, that no by-law so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.

SEVENTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or here-after prescribed by law, and all rights herein conferred on stockholders, directors and officers are granted subject to this reserved power.

IN WITNESS WHEREOF, I the undersigned, being the incorporator hereinabove named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand and seal, this 31st day of October, 1979.


/s/ William D. Stempel [L.S.]
William D. Stempel

STATE OF NEW YORK )

ss.:

COUNTY OF NEW YORK )

BE IT REMEMBERED that on this 31th day of October, 1979, personally came before me, D. Judith Penci, a Notary Public in and for the County and State aforesaid, WILLIAM D. STEMPEL, the party to the foregoing Certificate of Incorporation, known to me personally to be such, and acknowledged the said Certificate to be his act and deed, and that the facts therein stated are true.

GIVEN under my hand and seal of office the day and year aforesaid.

/s/ D. Judith Penci

[SEAL]

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

OF EXPLORACIONES Y MINERALES SIERRA MORENA S.A.

EXPLORACIONES Y MINERALES SIERRA MORENA S.A. (the “Corporation”)

a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is UNITED STATES CORPORATION COMPANY, and the present registered office of the corporation is in the County of Kent.

The board of directors of the Corporation adopted the following resolution on the 16th day of June, 1986.

RESOLVED, that the registered office of the Corporation in the State of Delaware be, and it hereby is, changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of the Corporation be, and the same hereby is, withdrawn and THE CORPORATION TRUST COMPANY shall be, and it hereby is, constituted and appointed the registered agent of the Corporation at the address of its registered office.

IN WITNESS WHEREOF, The Corporation has caused this statement to be signed by William K. Brown, its President, and attested by Stephen E. Flechner, its Secretary, this 16th day of June 1986.

/s/ William K. Brown

President

[SEAL]

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

Exploraclones y Minerales Sierra Morena SA, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Exploraclones y Minerales Sierra Morena S.A., be amended by changing the Article First thereof so that, as amended, said Article shall be and read as follows: “The name of the corporation is Gold Fields Chile, SA”

SECOND: That in lieu of a meeting and a vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Exploraciones y Minerales Sierra Morena S.A., has caused this certificate to be signed by William C. Bleimeister, its President, and attested by Stephen E. Flecimer, its Seeretary, this 23rd day of March, 1990.


Exploraclones Y Minerales Sierra Morena S.A.

	By:	/s/ William C. Bleimeister

		President

Attest:

By: /s/ Stephen E. Flecimer

Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

GOLD FIELDS LOS AMARILLOS INC.

WITH AND INTO

GOLD FIELDS CHILE, S.A.

Pursuant to Section 253 of the

General Corporation Law of the State of Delaware

The undersigned corporation, organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations to the merger is as follows:


Name		State of Incorporation
Gold Fields Chile, S.A.		Delaware
Gold Fields Los Amarillos Inc.		Delaware

SECOND: That Gold Fields Chile, S.A. owns all of the issued and outstanding shares of each class of stock of Gold Fields Los Amarillos Inc.

THIRD: That Gold Fields Chile, S.A. shall be the surviving corporation and shall continue as a corporation organized under the laws of the State of Delaware.

FOURTH: That the Board of Directors of Gold Fields Chile, S.A., by unanimous written consent, dated as of March 15, 1991, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, adopted the following resolutions:

RESOLVED, that this Corporation shall, and hereby does, merge into itself, and assume all of the obligations of, Gold Fields Los Amarillos Inc.

RESOLVED, that the merger shall be effective as of the opening of business on April 1, 1991.

FIFTH: That this Certificate of Ownership and Merger shall become effective as of the opening of business on April 1, 1991.

IN WITNESS WHEREOF, Gold Fields Chile, S.A. has caused this Certificate of Ownership and Merger to be signed by its Vice President and attested by its Secretary, this 26^th day of March, 1991.

Attest:

By: /s/ Stephen E. Flecimer

Secretary

-2-

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A LIMITED LIABILITY COMPANY

PURSUANT TO SECTION 266 OF THE

DELAWARE GENERAL CORPORATION LAW

The name of the Corporation is Gold Fields Chile, S.A.

The date on which the original Certificate of Incorporation was filed with the Secretary of State is November 1, 1979.

The name of the limited liability company to which the Corporation is herein being converted is Gold Fields Chile, LLC.

This Certificate of Conversion shall be effective immediately upon filing with the Secretary of State of Delaware.

The conversion has been approved in accordance with the provisions of Section 256 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion this 26^th day of July 2005.

CERTIFICATE OF FORMATION

GOLD FIELDS CHILE, LLC

The name of the limited liability company is Gold Fields Chile, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 28^th day of July 2005.

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

The name of the limited liability company is GOLD FIELDS CHILE, LLC

The Registered Office of the limited liability company in the State of Delaware is changed to 2711 Centerville Road, Suite 400 (street), in the City of Wilmington Zip Code 19808. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporation Service Company

EX-3.62 49 d358187dex362.htm EX-3.62 EX-3.62

Exhibit 3.62

LIMITED LIABILITY COMPANY AGREEMENT OF

GOLD FIELDS CHILE, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Gold Fields Chile, LLC (the “LLC”), dated as of July 29, 2005, is made by Gold Fields Mining, LLC (the “Member”), a Delaware limited liability company, the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (the “Act”) pursuant to a Certificate of Conversion and Certificate of Formation filed with the Delaware Secretary of State on July 29, 2005; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1

Formation of LLC; Certificate of Conversion

The Member hereby acknowledges the formation of the LLC as a limited liability company pursuant to the Act by virtue of the filing of a Certificate of Conversion and a Certificate of Formation with the Delaware Secretary of State on July 29, 2005.

1.2

Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Gold Fields Chile, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3

Place of Business

1.4

Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1

Purposes.

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2

Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1

Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2

Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3

Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1

Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2

Officers

7.	INDEMNIFICATION

7.1

Indemnification

7.2

Expenses

7.3

Other Rights

7.4

Notice

7.5

Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such lndemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6

Other Persons

7.7

Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1

Effect of Dissolution

8.2

Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3

Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


GOLD FIELDS MINING, LLC

		By: /s/ Walter L. Hawkins, Jr.

		Name: Walter L. Hawkins, Jr.

		Title: VP & Treasurer

EX-3.63 50 d358187dex363.htm EX-3.63 EX-3.63

Exhibit 3.63

CERTIFICATE OF FORMATION

GOLD FIELDS MINING, LLC

The name of the limited liability company is GOLD FIELDS MINING, LLC

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Powder River Coal Company, LLC this 28th day of October, 2004.


By:		/s/ Joseph W. Bean
		Authorized Officer

Name:		JOSEPH W. BEAN Organizer

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.	The name of the limited liability company is GOLD FIELDS MINING, LLC

The Registered Office of the limited liability company in the State of Delaware is changed to 2711 Centerville Road, Suite 400 (street), in the City of Wilmington Zip Code 19808 . The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporation Service Company


By:		/s/ Kenneth L. Wagner
		Authorized Person

Name:		Kenneth L. Wagner
		Print or Type

EX-3.64 51 d358187dex364.htm EX-3.64 EX-3.64

Exhibit 3.64

LIMITED LIABILITY COMPANY AGREEMENTOF

GOLD FIELDS MINING, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Gold Fields Mining, LLC, (the “LLC”), is dated as of October 28, 2004 and made by BTU Worldwide, Inc., a Delaware Corporation (the “Member”).

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	LLC FORMATION, NAME, PLACE OF BUSINESS

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “Gold Fields Mining, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Member promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1 Purposes

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

4.	LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2 No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.4 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT

6.1 Member Management

7.	INDEMNIFICATION OF REPRESENTATIVES, COMMITTEE MEMBERS AND EMPLOYEES

7.1 Indemnification

The LLC shall indemnify and hold harmless the Membet^-, each director, Manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits, or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence, or willful misconduct.

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) or the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7 except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution or within a reasonable time after notice of such Claim from an. Indemnitee, the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise, or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

8.	DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

The winding up of the LLC shall be completed when all of its debts, liabilities, and obligations have been paid and discharged or

reasonably adequate provisions therefor has been made, and all of the remaining property and assets of the LLC have been distributed to the Member. Upon the completion of the winding up of the LLC, a Certificate of Cancellation of the LLC shall be filed with the Delaware Secretary of State.

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


BTU WORLDWIDE, INC.

By:		/s/ Jeffery L. Klinger
Name Title:		Jeffery L. Klinger Vice President

EX-3.65 52 d358187dex365.htm EX-3.65 EX-3.65

Exhibit 3.65

CERTIFICATE OF FORMATION

GOLD FIELDS ORTIZ, LLC

The name of the limited liability company is Gold Fields Ortiz, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 20^th day of July 2005.

By: /s/ Joseph W. Bean

Joseph W. Bean, Authorized Person

EX-3.66 53 d358187dex366.htm EX-3.66 EX-3.66

Exhibit 3.66

LIMITED LIABILITY COMPANY AGREEMENTOF

GOLD FIELDS ORTIZ, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Gold Fields Ortiz, LLC (the “LLC”), dated as of July 26, 2005, is made by Gold Fields Mining, LLC (the “Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Certificate of Conversion

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Gold Fields Ortiz, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

7. INDEMNIFICATION

7.1 Indemnification

7.2 Expenses

7.3 Other Rights

7.4 Notice

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


GOLD FIELDS MINING, LLC

By:		/s/ Walter L. Hawkins, Jr.
Name:		Walter L. Hawkins, Jr.
Title:		VP & Treasurer

EX-3.67 54 d358187dex367.htm EX-3.67 EX-3.67

Exhibit 3.67

CERTIFICATE OF FORMATION

HAYDEN GULCH TERMINAL, LLC

1. The name of the limited liability company is Hayden Gulch Terminal, LLC.

2.	The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 17th, day of January, 2010.



By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Authorized Person

EX-3.68 55 d358187dex368.htm EX-3.68 EX-3.68

Exhibit 3.68

LIMITED LIABILITY COMPANY AGREEMENT of

HAYDEN GULCH TERMINAL, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hayden Gulch Terminal, LLC (“LLC”), dated as of January 17, 2010, is made by Peabody Colorado Operations, LLC, a Delaware limited liability company (“Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (“Act”) pursuant to a Certificate of Conversion and Certificate of Formation filed with the Delaware Secretary of State on January 17, 2010;

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT 1.1.

Formation of LLC; Certificate of Conversion

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Hayden Gulch Terminal, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

c. Vice Presidents. In the absence of the President or in the event of the President’s inability to act, the Vice Presidents, if any (and in the event there be more than one Vice President, the Vice Presidents in the order designated by the Member, or in the absence of any designation, then in the order of their election), shall perfoun the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perfoim such other duties and have such other powers as the Member may from time to time prescribe.

d. Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the LLC. The Secretary shall attend all meetings of the Member, and record all the proceedings of the meetings of the Member in a book to be kept for that purpose and shall perfoun like duties for the standing committees, if any, when required. The Secretary shall give, or cause to be given, notice of all meetings of the Member, and shall perform such other duties as may be prescribed by the Member or the President, under whose supervision the Secretary shall serve.

7.	INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the fmal disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The provisions of this Section 7 shall be deemed to be a contract between the LLC and the Member and between the LLC and each director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or of the Member who serves in such capacity at any time while this Section 7 and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any Claim then or theretofore existing, or any Claim thereafter brought or threatened based in whole or in part on any such state of facts.

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9.	ASSIGNMENT OF MEMBERSHIP INTEREST

10.

AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

11.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

Peabody Colorado Operations, LLC

By: /s/ Kenneth L. Wagner

Name: Kenneth L. Wagner

Its: Vice President and Secretary

Being the Sole Member of

Hayden Gulch Terminal, LLC

EX-3.71 56 d358187dex371.htm EX-3.71 EX-3.71

Exhibit 3.71

CERTIFICATE OF FORMATIONOF

HILLSIDE RECREATIONAL LANDS, LLC

The name of the limited liability company is Hillside Recreational Lands, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of August 2007.




By:		/s/ John F. Quinn, Jr.
		John F. Quinn, Jr . Authorized Person

EX-3.72 57 d358187dex372.htm EX-3.72 EX-3.72

Exhibit 3.72

LIMITED LIABILITY COMPANY AGREEMENTOF

HILLSIDE RECREATIONAL LANDS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillside Recreational Lands, LLC (the “LLC”), dated as of August 14, 2007, is made by American Land Holdings of Illinois, LLC (the “Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Hillside Recreational Lands, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1

Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

6.2

Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3

Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1

Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2

Officers

a. Appointments. The officers of the LLC shall be chosen by

the Member and shall consist of at least a President, one or more Vice Presidents, a Secretary and a Treasurer. Any number of offices may be held by the same person, except that the same person shall not be President and Vice President or President and Secretary. The Member may appoint such other officers and agents as it shall deem necessary or advisable who shall hold their

7. INDEMNIFICATION

7.1 Indemnification

7.2 Expenses

7.3 Other Rights

7.4 Notice

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


American Land Holdings of Illinois, LLC

By:		/s/ John F. Quinn, Jr.
Name: Title:		John F. Quinn, Jr. Vice President

EX-3.73 58 d358187dex373.htm EX-3.73 EX-3.73

Exhibit 3.73

CERTIFICATE OF FORMATION

PG POWER SALES ONE, L.L.C.

FIRST: The name of the limited liability company (hereinafter the “limited liability company”) is PG Power Sales One, L.L.C.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of PG Power Sales One, L.L.C. this 22nd day of December, 1999.

/s/ James C. Sevem

James C. Sevem

Authorized Person

CERTIFICATE OF AMENDMENT

PG POWER SALES ONE, L.L.C.

1. The name of the limited liability company is PG POWER SALES ONE, L.L.C.

2, The Certificate of Formation of the limited liability company is hereby amended as follows:

The name of the company shall be changed to HMC Mining, LLC

3, This Certificate of Amendment shall be effective on November 8, 2004

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of PG Power Sales One, L.L.C. this 4^th day of November, 2004.

/s/ JOSEPH W, BEAN

Joseph W. Bean

Senior Counsel and authorized person

EX-3.74 59 d358187dex374.htm EX-3.74 EX-3.74

Exhibit 3.74

LIMITED LIABILITY COMPANY AGREEMENT OF

HMC MINING, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of HMC Mining, LLC, (the “LLC”), is dated as of November 8, 2004 and made by Peabody Holding Company, Inc., a Delaware Corporation (the “Member”).

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (the “Delaware LLC Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State on November 8, 2004; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

LLC FORMATION, NAME, PLACE OF BUSINESS

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “COALTRADE, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Member promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

4. LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2 No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.4 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT

6.1 Member Management

7. INDEMNIFICATION OF REPRESENTATIVES, COMMITTEE MEMBERS AND EMPLOYEES

7.1 Indemnification

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) or the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7 except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

The winding up of the LLC shall be completed when all of its debts, liabilities, and obligations have been paid and discharged or

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY HOLDING COMPANY, INC.

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

EX-3.75 60 d358187dex375.htm EX-3.75 EX-3.75

Exhibit 3.75

Form LLC-5.5

June 2005

Illinois

Limited Liability Company Act

Articles of Organization

FILE# 0230 879 7

Secretary of State Jesse White

Department of Business Services

Limited Liability Division

Room 351 Flowlett Building

501 S. Second St.

Springfield, 1L 62756

www.cyberdriveillinois.com

Payment must be made by certified check,

cashier’s check, Illinois attorneys check,

C. P.A.’s check or money order payable to

Secretary of State.

LL0015386

This space for use by Secretary of State.

Flung Fee: $500

Approved:

This space for use by Secretary of
State.

Filed: 8/17/2007

JESSE WHITE

SECRETARY OF STATE

1.	Limited Liability Company Name: Illinois Land Holdings, LLC

The LLC name must contain the words Limited Liability Company, L.L.C. or LLC and cannot contain the terms Corporation, Corp., Incorporated, Inc., Ltd., Co., Limited Partnership or L.P.

2.	Address of principal place of business where records of the company will be kept: (P.O. Box alone or c/o is unacceptable.) 4440 Ash Grove Drive, Suite A, Springfield, IL 62707

3.	Articles of Organization effective on: (check one)

x the filing date

¨ a later date (not to exceed 60 days after the filing date):

Month, Day, Year

4.	Registered Agent’s Name and Registered Office Address:


Registered Agent: Thomas A. Korman
First Name	Middle Initial		Last Name

Registered Office: 222 North LaSalle Street 8th Floor
Number		Street Suite #
(P.O. Box alone or c/o is unacceptable.)
	Chicapo_,IL	60601	Cook
	City	ZIP Code	County

5.	Purpose(s) for which the Limited Liability Company is organized: (If more space is needed, attach County additional 81/2” x 11” sheets.)

“The transaction of any or all lawful business for which Limited Liability Companies may be organized under this Act.”

The transaction of any and all lawful businesses or activities for which a limited liability company may be organized and carry on under the Illinois Limited Liability Company Act.

6.	Latest date, if any, upon which the company is to dissolve:

(Leave blank if duration is perpetual.) Month, Day, Year

Printed by authority of the State of Illinois. August - 2005 —5.5M—LLC-4.10

LLC-5.5

7.	(OPTIONAL) Other agreed upon events of dissolution and/or provisions for the regulation of the internal affairs of the Company: (If more space is needed, attach additional 8 1/2" x 11" sheets.)

8.	The Limited Liability Company: (Check either a or b below.)

a. ¨ is managed by the manager(s) (List names and business addresses.)

b. Et has management vested in the member(s) (List names and addresses.)

Freeman United Coal Mining Company

4440 Ash Grove Drive, Suite A

Springfield, IL 62707

9.	I affirm, under penalties of perjury, having authority to sign hereto, thatthese Articles of Organization are to the best of my knowledge and belief, true, correct and complete.

Name and Title (type or print)

City/Town

Dated

August 16

2007

Month, Day

Year

/s/ Michael L. Whitchurch

330 North Wabash Avenue, Suite 4000

Signature

Number

Street

Michael L. Whitchurch, Organizer

Chicago

Illinois 60611

Name if a Corporation or other entity

State

ZIP Code

Signature

Number

Street

Name and Title (type or print)

City/Town

Name if a Corporation or other entity

State ZIP Code

Signatures must be in black ink on an original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.


1. Limited Liability Company LLC		Illinois Limited Liability Company Act	Name: ILLINOIS LAND HOLDINGS, MAR 19 2010
Form LLC-1.36/1.37 May 2008	and	Statement of Change of Registered Agent and/or Registered Office	FILED
Secretary of State Jesse White Department of Business Services Limited Liability Division 501 S. Second St., Rm. 351 Springfield, IL 62756 217-524-8008 www.cyberdriveillinois.com	ATAOF_I	SUBMIT IN DUPLICATE: Must be typewritten. This space for use by Secretary of State. Filing Fee: $25 Penalty (See Note 1.): Approved: o_rk,	MAR 17 2010 JESSE WHITE SECRETARY OF STATE
Payment must be made by business firm check payable to Secretary of State. (If check is returned for any reason this filing will be void.)	of		MAR 17 2010 JESSE WHITE SECRETARY OF STATE

Registered Agent: C T Corporation


System
		First Name		Middle Name
Registered Office:		208 South Lasalle Street		Suite 814
		Number	Street	Suite No. (P.O. Box alone is unacceptable)
	Chicago			60604	Cook
					Last Name
2. Name and Address of Registered Agent FILE # 02308797 This space for use by Secretary of State. Registered Office as they appear on the records of the Office of the Secretary of State. State (before change):			City	ZIP Code	County


3. Name and Address	of Registered Agent and Registered Office shall be (after all changes herein
Registered Agent:	Illinois Corporation Service Company
Registered Agent:	First Name	Middle Name	Last Name
Registered Office:	801 Adlai Stevenson Drive
	Number Street Suite No. (P.O. Box alone is unacceptable)
	Springfield, IL 62703 Sangamon County
	City ZIP Code County

4.	The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

5.	The above change was authorized by: (check one box only)

a. i resolution duty adopted by the members or managers. (See Note 4.)

b. 0 action of the registered agent. (See Note 5.)

SEE REVERSE FOR SIGNATURE(S).

LLC-1.36/1.37

6. If the change to the registered agent or registered office is authorized by the members or managers, sign here. (See Note 4 below.)

Dated March 12 2010

Month/Day Year

/s/ Blanca Lozarda

Blanca Lozada, Attorney in fact on behalf of

Name and Title (type or print)

American Land Holdings Of Illinois, member

If the member or manager signing this document is a company or

other entity, state name of company and indicate whether it is a

member or manager of the Limited Liability Company.

If change of registered office by registered agent, sign here. (See Note 5 below.)

The undersigned, under penalties of perjury, affirms that the facts stated herein are true, correct and complete.

Dated Year

Month/Day

Signature of Registered Agent of Record

Name and Title (type or print)

If registered agent is a corporation,

name and title of officer who is signing on its behalf.

NOTES

1.	A $300 penalty applies when the Limited Liability Company fails to appoint and maintain a registered agent in Illinois within 60 days of notification of the Secretary of State by the resigning registered agent.

2.	The registered office may, but need not be, the same as the principal office of the Limited Liability Company; however, the’registered office and the office address of the registered agent must be the same.

3.	The registered office must include a street or road address (P.O. Box alone is unacceptable).

4.	A Limited Liability Company cannot act as its own registered agent.

5.	Any change of registered agent or registered address effected by the Limited Liability Company must be by resolution adopted by the members or managers.

EX-3.76 61 d358187dex376.htm EX-3.76 EX-3.76

Exhibit 3.76

LIMITED LIABILITY COMPANY AGREEMENT OF

ILLINOIS LAND HOLDINGS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Illinois Land Holdings, LLC (the “LLC”), dated as of August 29, 2007, is made by American Land Holdings of Illinois, LLC (the “Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Illinois Limited Liability Company Act (the “Act”) pursuant to Articles of Organization filed with the Illinois Secretary of State on August 17, 2007; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Articles of Organization

The Member hereby acknowledges the formation of the LLC as a limited liability company pursuant to the Act by virtue of the filing of the Articles of Organization with the Illinois Secretary of State on August 17, 2007.

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Illinois Land Holdings, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Illinois or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Illinois, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

The LLC’s principal place of business shall be St. Louis, Missouri. The Member may establish and maintain such other offices and additional places of business of the LLC, either within or without the State of Illinois, or close any office or place of business of the LLC, as it deems appropriate.

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

CT Corporation System

208 South LaSalle Street

Suite 814

Chicago, Illinois 60604

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

7. INDEMNIFICATION

7.1 Indemnification

7.2 Expenses

7.3 Other Rights

7.4 Notice

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

Except as specifically provided in Section 703, the provisions of this Section 7 are for the benefit of the Indemnitees only, and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

801 Effect of Dissolution

8.2 Liquidation Upon Dissolution

Upon the dissolution of the LLC, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested in the Member, which shall have full power and authority to sell, assign and encumber any and all of the LLC’s assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a. dissolution and winding up of. the LLC shall be applied in the following order of priority:

(I) first, to the creditors of the LLC, which may include the Member as a creditor, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the LLC (or any nature whatsoever, including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provisions for payment thereof; and

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Illinois without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


American Land Holdings of Illinois, LLC

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

EX-3.77 62 d358187dex377.htm EX-3.77 EX-3.77

Exhibit 3.77

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A

LIMITED LIABILITY COMPANY PURSUANT TO

SECTION 18-214 OF THE LIMITED LIABILITY ACT

1. The jurisdiction where the Corporation first formed is Delaware

2. The jurisdiction immediately prior to filing this Certificate is Delaware

3. The date the corporation first formed is June 5, 1996

4. The name of the Corporation immediately prior to filing this Certificate is Independence Material Handling Company

5. The name of the Limited Liability Company as set forth in the Certificate of Formation is Independence Material Handling, LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 21st day of December, A.D. 2005


By:		/s/ Joseph W. Bean
Name:		Joseph W. Bean

CERTIFICATE OF FORMATION

INDEPENDENCE MATERIAL HANDLING, LLC

1.	The name of the limited liability company is Independence Material Handling, LLC.

2.	The address of its registered office in the State of Delaware Is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3,	This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of this 2^nd day of December 2005.


By:		/s/ Joseph W. Beam
		Joseph W. Beam, Authorized Person

EX-3.78 63 d358187dex378.htm EX-3.78 EX-3.78

Exhibit 3.78

LIMITED LIABILITY COMPANY AGREEMENT

INDEPENDENCE MATERIAL HANDLING, LLC

THIS LIMITED LIA ILITY COMPANY AGREEMENT (“Agreement”) of Independence Material Handling, LLC (the “LLC”), dated as of December 21, 2005, is made by Peabody Holding Company, LLC (the “Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

HEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (the “Act”) pursuant to a Certificate of Conversion and Certificate of Formation filed with the Delaware Secretary of State on December 21, 2005; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Certificate of Conversion

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Independence Material Handling, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND ISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

7. INDEMNIFICATION

7.1 Indemnification

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such lndemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

7.4 Notice

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an lndemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

Upon dissolution, the LLC shall cease carrying on its business but shall not terminate until the winding up of the affairs of the LLC is completed, the assets of the LLC have been distributed as provided below and a Certificate of Cancellation of the LLC under the Act has been filed with the Secretary of State of the State of Delaware.

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9, AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.	GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY HOLDING COMPANY, LLC

By:		/s/ John F. Quinn, Jr.
Name:		J. F. Quinn
Title:		VP

EX-3.79 64 d358187dex379.htm EX-3.79 EX-3.79

Exhibit 3.79

CERTIFICATE OF FORMATION

JAMES RIVER COAL TERMINAL, LLC

1. The name of the limited liability company is James River Coal Terminal, LLC.

2.	The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 19^th day of July 2005.



By:		/s/ Joseph W. Beam
		Joseph W. Beam, Secretary

EX-3.80 65 d358187dex380.htm EX-3.80 EX-3.80

Exhibit 3.80

LIMITED LIABILITY COMPANY AGREEMENT OF

JAMES RIVER COAL TERMINAL, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of James River Coal Terminal, LLC (the “LLC”), dated as of July 21, 2005, is made by Peabody Terminals, Inc. (the “Member”), a Delaware corporation, as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (the “Act”) pursuant to a Certificate of Conversion and Certificate of Formation filed with the Delaware Secretary of State on July 21, 2005; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Certificate of Conversion

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be James River Coal Terminal, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business.

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company Corporation

Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES

AND POWERS OF LLC 2.1

Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

c. Vice Presidents. In the absence of the President or in the event of the President’s inability to act, the Vice Presidents, if any (and in the event there be more than one Vice President, the Vice Presidents in the order designated by the Member, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Member may from time to time prescribe.

d. Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the LLC. The Secretary shall attend all meetings of the Member, and record all the proceedings of the meetings of the Member in a book to be kept for that purpose and shall perform like duties for the standing committees, if any, when required. The Secretary shall give, or cause to be given, notice of all meetings of the Member, and shall perform such other duties as may be prescribed by the Member or the President, under whose supervision the Secretary shall serve.

F. Officers as Agents. The officers, to the extent of their purpose of the LLC’s business, and, the actions of the officers taken in accordance with such powers shall bind the LLC.

g. Duties of Officers. Except to the extent otherwise provided

herein, each officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

7. INDEMNIFICATION

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no lndemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the lndemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or as approved by the Member, as a matter of law or equity, or otherwise, both as to an action in such Indemnitee’s capacity as the Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an lndemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

The LLC shall have the right to undertake, ..by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY TERMINALS, INC.

By:		/s/ Walter L. Hawkins, Jr.


Name:		Walter L. Hawkins Jr.
Title:		VP & Treasurer

EX-3.85 66 d358187dex385.htm EX-3.85 EX-3.85

Exhibit 3.85

CERTIFICATE OF FORMATION

KENTUCKY SYNGAS, LLC

1.	The name of the limited liability company is Kentucky Syngas, LLC.

2.	The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.	This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 27^th day of September 2007.



By:		/s/ Jeffery L. Klinger
		Jeffery L. Klinger, Authorized Person

EX-3.86 67 d358187dex386.htm EX-3.86 EX-3.86

Exhibit 3.86

LIMITED LIABILITY COMPANY AGREEMENT OF

KENTUCKY SYNGAS, LLC

THIS LIMITED LIABILITY COMPANY AGREE ENT (“Agreement”) of Kentucky Syngas, LLC (the “LLC”), dated as of September 27, 2007, is made by Peabody Electricity, LLC (the “Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Kentucky Syngas, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5. CAPITALIZATION, MEM ERSHIP INTEREST AND DISTRI UTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

d. Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the LLC. The Secretary shall attend all meetings of the Member, and record all the proceedings of the meetings of the Member in a book to be kept for that purpose and shall perform like duties for the standing committees, if any, when required. The Secretary shall give, or cause to be given, notice of all meetings of the_, Member, and shall perform such other duties as may be prescribed by the Member or the President, under .whose supervision the Secretary shall serve.

7. INDEMNIFICATION

7.1 Indemnification

7.2 Expenses

7.3 Other Rights

7.4 Notice

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Electricity, LLC

By:		/s/ John F. Quinn, Jr.
Name:		John F. Quinn, Jr.
Title:		Vice President

EX-3.87 68 d358187dex387.htm EX-3.87 EX-3.87

Exhibit 3.87

CERTIFICATE OF FORMATION

LIVELY GROVE ENERGY, LLC

This Certificate of Formation of Lively Grove Energy, LLC (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company under the provisions, and subject to the requirements, of the Delaware Limited Liability Company Act.

1. The name of the limited liability company is Lively Grove Energy, LLC.

2. The name and address of the registered agent of the Company is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

3. The address of the registered office of the Company is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Formation of the Company to be duly executed as of the 15^th day of September, 2006.



By:		/s/ Paul M. Dillbeck
		Paul M. Dillbeck
		Authorized Person

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

The name of the limited liability company is LIVELY GROVE ENERGY, LLC



By:		/s/ Kenneth L. Wagner
		Authorized Person

Name:		Kenneth L. Wagner
		Print or Type

EX-3.88 69 d358187dex388.htm EX-3.88 EX-3.88

Exhibit 3.88

AMENDED AN RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

LIVELY GROVE ENERGY, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Lively Grove Energy, LLC (the “LLC”), dated as of March 26, 2008, is made by Peabody Electricity, LLC (the “Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, CMS Prairie State LLC, a Michigan limited liability company (“CMS”), and Prairie State Generating Company, LLC, a Delaware limited liability company (“Prairie”), were original members of the LLC and, together, executed the Limited Liability Company Operating Agreement of Lively Grove Energy, LLC on October 10, 2006;

WHEREAS, Prairie became the sole owner of the LLC on April 17, 2007;

WHEREAS, Prairie distributed all of its ownership interest in the LLC to the Member on September 7, 2007, and is currently the sole member of the LLC; and

WHEREAS, the Member desires to amend and restate the Limited Liability Company Operating Agreement with this Agreement.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Lively Gr ve Energy, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

L4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7. INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

7.3. Other Rights

7.4. Notice

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Electricity, LLC

By:		/s/ John F. Quinn, Jr.
Name:		John F. Quinn, Jr.
Its:		Vice President

EX-3.89 70 d358187dex389.htm EX-3.89 EX-3.89

Exhibit 3.89

CERTIFICATE OF FORMATION

LIVELY GROVE ENERGY PARTNERS, LLC

1.	The name of the limited liability company is Lively Grove Energy Partners, LLC.

2.	The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.	This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 9^th day of May 2007.



By:		/s/ Jeffery L. Klinger
		Jeffery L. Klinger, Authorized Person

EX-3.90 71 d358187dex390.htm EX-3.90 EX-3.90

Exhibit 3.90

LIMITED LIABILITY COMPANY AGREEMENTOF

LIVELY GROVE ENERGY PARTNERS, LLC

THIS LIMITEI’ LIABILITY COMPANY AGREEMENT (“Agreement”) of Lively Grove Energy Partners, LLC (the “LLC”), dated as of May 10, 2007, is made by Peabody Electricity, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Lively Grove Energy Partners, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

The LLC’s principal place of business shall be St. Louis, Missouri. The Member may establish and maintain such other offices and additional places of business of the LLC, either within or without the State of Delaware, or close any office or place of business of the LLC, as it deems appropriate.

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

7. INDEMNIFICATION

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no lndemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2 Expenses

7.3 Other Rights

7.4 Notice

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

first, to the creditors of the LLC, which may include the Member as a creditor, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the LLC (or any nature whatsoever, including, without limitation, fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provisions for payment thereof; and

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10, GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Electricity, LLC

By:		/s/ Walter L. Hawkins, Jr.
Name:		Walter L. Hawkins, Jr.
Title:		VP & Treasurer

EX-3.91 72 d358187dex391.htm EX-3.91 EX-3.91

Exhibit 3.91

CERTIFICATE OF FORMATION

MARIGOLD ELECTRICITY, LLC

The name of the limited liability company is Marigold Electricity, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 9^th day of May 2007.



By:		/s/ Jeffery L. Klinger
		Jeffery L. Klinger, Authorized Person

EX-3.92 73 d358187dex392.htm EX-3.92 EX-3.92

Exhibit 3.92

LIMITED LIABILITY COMPANY AGREEMENTOF

MARIGOLD ELECTRICITY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Marigold Electricity, LLC (the “LLC”), dated as of May 10, 2007, is made by Peabody Investments Corp., a Delaware corporation (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Marigold Electricity, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered of of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS F LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

d. Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the LLC. The Secretary shall attend all meetings of the Member, and record all the proceedings of the meetings of the Member in a book to be kept for that purpose and shall perform like duties for the standing committees, if any, when required. The Secretary shall give, or cause to be given, notice of all meetings of the Member, and shall perform such other duties as may be prescribed by the Member .or the President, under whose supervision the Secretary shall serve.

7. INDEMNIFICATION

7.1 Indemnification

7.2 Expenses

Expenses incurred by an lndemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such lndemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an lndemnitee may be entitled under any agreement or as approved by the Member, as a matter of law or equity, or otherwise, both as to an action in such Indemnitee’s capacity as the Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the lndemnitee.

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an lndemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such lndemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an lndemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such lndemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Investments Corp.

By:		/s/ Walter L. Hawkins, Jr.
Name:		Walter L. Hawkins, Jr.
Its:		Treasurer and VP

EX-3.93 74 d358187dex393.htm EX-3.93 EX-3.93

Exhibit 3.93

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

MIDCO SUPPLY AND EQUIPMENT CORPORATION

(Exact Corporate Name)

To CHARLES F. CARPENTIER,

Secretary of State

Springfield, Illinois

The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of “The Business Corporation Act” of the State of Illinois, hereby executes the following Articles of Amendment:

ARTICLE FIRST: The name of the corporation is: Midco Supply And Equipment Corporation.

ARTICLE SECOND: The following amendment or amendments were adopted in the manner prescribed by “The Business Corporation Act” of the State of Illinois: RESOLVED, that Article Four of the Articles of Incorporation of Midco Supply And Equipment Corporation be, and the same hereby is, amended so that, as amended, said Article Four of the Articles of Incorporation shall read as follows:

(Per copy of Amended Article Four attached)

FORM B

BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY

THE INSTRUCTIONS ON THE BACK THEREOF.

(THESE ARTICLES MUST BE FILED IN DUPLICATE)



			(Do not write in this space)
STATE OF ILLINOIS,			Date Paid 9-28-59

		ss.
ST. CLAIR	COUNTY

To CHARLES F. CARPENTIER, Secretary of State:

We, the undersigned,


		Address
Name	Number	Street	City	State

Arthur S. Macke	517	South Main Street	Marissa,	Illinois

William A. Norton	227	Sunrise Drive,	Marissa,	Illinois

Floyd W. Macke	117	South Grace St.,	Marissa,	Illinois

being natural persons of the age of twenty-one years or more and subscribers to the shares of the corporation to be organized pursuant hereto, for the purpose of forming a corporation under “The Business Corporation Act” of the State of Illinois, do hereby adopt the following Articles of Incorporation:

ARTICLE ONE


The name of the corporation is:		MIDCO, SUPPLY AND EQUIPMENT CORPORATION

ARTICLE TWO

The address of its initial registered office in the State of Illinois is R. F. D.

Street in the Village of Marissa ( ) County of St. Clair and the name of its initial Registered Agent at said address is:

(Zone)

William A. Norton

ARTICLE THREE •

The duration of the corporation is: Perpetual

ARTICLE FIVE

PARAGRAPH 1: The aggregate number of shares which the corporation is authorized to issue is 500 divided into one classes, The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:


Class	Series (If any)	Number of Shares	Par value per share or statement that shares are without par value
Common		500	None

PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are: The sale of all assets of the corporntion or its merger or consolidation with another or other corporations shall not be deemed a dissolution of the corporation. Shares in this corporation shall not be issued for consideration other than money or in payment of a debt of the corporation without the unanimous-consent of all the share holders.

ARTICLE SIX

The class and number of shares which the corporation proposes to issue without further report to the Secretary of State, and the consideration (expressed in dollars) to be received by the corporation therefor, are:


Class of shares	Number of shares		Total consideration to be received therefor:
Common		100	$	5,000.00

ARTICLE SEVEN

The corporation will not commence business until at least one thousand dollars has been received as consideration for the issuance of shares.

ARTICLE EIGHT

The number of directors to be elected at the first meeting of the shareholders is: Three

(Do not write in this space)

Date Paid /,2, zy-6:9

License Fee

Franchise Tax

Filing Fee 2-2

Clerk ,

(File in Duplicate)

ARMIES O ‘MOMENT

TO THE

AMU S !MCORP° -ATTiON1

MCO SUPPLY AND EQUIPMENT CORPORATION

(Exact Corporate Name)

To CHARLES F. CARPENTIER,

Secretary of State

Springfield, Illinois

ARTICLE FIRST: The name of the corporation is: Midco Supply And Equipment Corporation.

(Per copy of Amended Article Four attached)

To purchase, sell, use, maintain, lease, exchange, acquire, or dispose of in any manner, develop and improve, equip and erect any machinery, equipment, tools, fixtures, supplies, parts, appliances, plants, factories, warehouses, stores, depots, dwellings, buildings, docks, and structures of all types and on property real or personal, useful or incidental to the business of the corporation.

To make, manufacture, process, purchase, own, hold, use, improve, develop, rent, lease, mortgage, encumber, pledge, buy, sell and otherwise to acquire, use; dispose of and deal in and with, commodities, articles, materials, goods, wares and merchandise, and other personal property of any and all kinds and descriptions.

To purchase, own, hold, operate, improve, develop, rent, lease, mortgage, encumber, sell, and otherwise to acquire, operate, dispose of and deal in and with, improved and.unimproved real estate, or any interest therein. And also to conduct its business and carry out the purposes for which the corporation is organized in the State of Illinois, and in any of the States, Territories, Districts or Colonies of the United States, and in any and all foreign Countries, subject to the laws of such States, Territories, Districts, Colonies or Countries.

In general, to carry on any lawful business whatsoever which is calculated directly or indirectly to promote the interest of this corporation or to enhance the value of its properties.

The Corporation shall have all such powers, privileges, and rights which are now or may hereafter be authorized and conferred upon it by the laws of Illinois. It shall further have and exercise all such powers as are necessary or convenient to effect any or all of the aforestated purposes of the corporation.



(Disregard this Article where this amendment contains no such provisions.)	ARTICLE FIFTH: The manner in which the exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares ¨ of any class below the number of issued shares of that class, provided for in, or effected by, this amendment, is as follows:

(Disregard this Paragraph where amendment does not affect stated capital or paid-in surplus.)	ARTICLE SIXTH: Paragraph 1: The manner in which said amendment or amendments effect a change in the amount of stated capital or the amount of paid-in surplus, or both, is as follows:

(Disregard this Paragraph where amendment does not affect stated capital,_:,or paid-in surpits.)	Paragraph 2: The amounts of stated capital and of paid-in surplus as changed by this amendment are as follows:
	Before Amendment		Aker Amendment
	Stated capital Paid-in surplus	$

9—51


(Disregard separation into classes if class voting does not apply to the amendment voted on.)	ARTICLE THIRD: The number of shares of the corporation outstanding the time of the adoption of said amendment or amendments was 100 ; and the number of shares of each class entitled to vote as a class on the adoption of said amendment or amendments, and the designation of each such class were as follows:
	Class		Number of Shares
	Common		100

(Disregard separation into classes if class voting does not apply to the amendment voted on.)	ARTICLE FOURTH: The number of shares voted for said amendment or amendments was 100 ; and the number of shares voted against said amendment 0 or amendments was The number of shares of each class entitled to vote as a class voted for and against said amendment or amendments, respectively, was:

	Class	Number of Shares Voted
		For	Against
	Common	100	0

(Disregard these items unless the amendment restates the articles of incorporation.)	Item 1. On the date of the adoption of this amendment restating the articles of incorporation, the corporation had shares issued, itemized as follows :
	Class	Series Number of Par value per share or statement
		(If Any) Shares that shares are without par value

	Item 2. On the date of the adoption of this amendment restating the articles of incorporation, the corporation had a stated capital of $ and a paid-in
	surplus of $ or a total of $

RESOLVED, that Article Four of the Articles of Incorporation of Midco Supply and Equipment Corporation be, and the same hereby is, amended so that, as amended, said Article Four of the Articles of Incorporation shall read as follows:

The purposes for which the corporation is organized are: For the sale at wholesale and retail of mining supplies and equipment and to engage in the general business of the purchase, sale and distribution of mining supplies, machinery and equipment; to engage in activities which are necessary, suitable or convenient for the accomplishment of that purpose or which are incidental thereto or are connected therewith, but not restricted thereto.

To manufacture, buy, sell, export, import, store, transport, or otherwise deal in or traffic in detonating, blasting, mining and safety fuses, blasting caps, percussion caps, explosives, nitro-glycerin, dynamite, gun cotton, blasting powder, and to manufacture, purchase, sell and generally deal in explosives and blasting material of every nature and kind, chemical propellants, and propellants of every nature and kind, substance, device and equipment of, and all materials, substances, and things required for or incidental to the manufacture, preparation, adoption,

use of all detonating, blasting, mining and safety fuses, fuses and detonators of types, blasting and percussion caps, explosives, chemical propellants, propellants of every nature and kind, or the packing, storing, transportation, testing, firing, or disposition thereof.

To purchase, lease, option, apply for, register or otherwise acquire and to hold, own, use, operate and introduce, sell, assign, or otherwise dispose of any licenses, patents, franchises, inventions, formulae, trade-names, trade marks, improvements, and processes, concessions, brands, copyrights for the manufacture and sale of detonating, blasting, mining and safety fuses, blasting caps, percussion caps, explosives of every nature and kind, nitro-glycerin, dynamite, gun cotton, blasting, powder, chemical propellants and propellants of every nature and kind, and to use, develop, grant licenses in respect or otherwise

turn to account any such patents, licenses, franchises, inventions, formulae, trade-names, trade marks, improvements, and processes, concessions, brands, copyrights.

To construct and operate roads and roadways, reservoirs, pipe lines, docks, barges, product and material transfer and handling equipment.

To make, manufacture, process, purchase, own, hold, use, improve, develop, rent, lease, mortgage, encumber, pledge, buy, sell and otherwise to acquire, use, dispose of and deal in and with, commodities, articles, materials, goods, wares and merchandise, and other personal property of any and all kinds and descriptions.

To purchase, own, hold, operate, improve, develop, rent, lease, mortgage, encumber, sell, and otherwise to acquire, operate, dispose of and deal in and with, improved and unimproved real estate, or any interest therein. And also to conduct its business and carry out the purposes for which the corporation is organized in the State of Illinois, and in any of the States, Territories, Districts or Colonies of the United States, and in any and all foreign Countries, subject to the laws of such States, Territories, Districts, Colonies or Countries.

In general, to carry on any lawful business whatsoever which is calculated directly or indirectly to promote the interest of this corporation or to enhance the value of its properties.




(Disregard this Article where this amendment contains no such provisions.)	ARTICLE FIFTH: The manner in which the exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for in, or effected by, this amendment, is as follows:

(Disregard this Paragraph where amendment does not affect stated capital or paid-in surplus.)	ARTICLE SIXTH: Paragraph I: The manner in which said amendment or amendments effect a change in the amount of stated capital or the amount of paid-in surplus, or both, is as follows:

(Disregard this Paragraph where amendment does not affect stated capital surplus)	Paragraph 2: The amounts of stated capital and of paid-in surplus as changed by this amendment are as follows:

	Before Amendment	After Amendment
	Stated capital
	Paid-in surplus

IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its President, and its corporate seal to be hereto affixed, attested by its

Secretary, 20^th day of December ,1963,


		Midco Supply And Equipment Corporation (Exact Corporate Name)

By		/s/
		Its President

FORM BCA 5.10/5.20 (rev. Dec. 2003)

STATEMENT OF CHANGE OF

REGISTERED AGENT AND/OR

REGISTERED OFFICE

Business Corporation Act

Jesse White, Secretary of State

Department of Business Services

501 S. Second St., Rm. 328

Springfield, IL 62756

217.782-7808 FILED

www.cyberdriveillinois.com

Remit payment in the form of a p 16 wo

check or money order payable

to Secretary of State.

SECRETARY OF STATE.


File # ^39182149

Submit in duplicate Type or Print

clearly in black ink Do not write above this line

1.	Corporate Name: MIDCO SUPPLY AND EQUIPMENT CORPORATION

2.	State or Country of Incorporation: ILLINOIS

3.	Name and Address of Registered Agent and Registered Office as they appear on the records of the Office of the Secretary of State (before change):

Registered Agent: C T CORPORATION SYSTEM


		First Name	Middle Name	Last Name

Registered Office:	208 SO LASALLE STREET SUITE 814
		Number	Street	Suite # (P.O. Box alone is unacceptable)
		CHICAGO	60604	COOK
		City	ZIP Code	County

4.	Name and Address of Registered Agent and Registered Office shall be (after all changes herein reported): Registered Agent: ILLINOIS CORPORATION SERVICE COMPANY


First Name		Middle Name		Last Name

5.	The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

6. The above change was authorized by: (“X” one box only)

a. 54 Resolution duly adopted by the board of directors. (See Note 5 on reverse.)

b. ¨ Action of the registered agent. (See Note 6 on reverse.)

SEE REVERSE FOR SIGNATURE(S).

Printed by authority of the State of Illinois. September 2008—1—C135.19

7.	If authorized by the board of directors, sign here. (See Note 5 below.)

The undersigned corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.



		MIDCO SUPPLY AND EQUIPMENT CORPORATION
		Exact Name of Corporation



		Dated MARCH 12 2010
		Month & Day OF Year

Any Authorized Office

Signature

BIANCA LOZADA, ATTORNEY IN FACT

Name and Title (type or print)

If change of registered office by registered agent, sign here. (See Note 6 below.)

The undersigned, under penalties of perjury, affirms that the facts stated herein are true and correct.


Dated
Month & Day Year		Signature at Registered Agent of Record
		Name (type or print) If Registered Agent is a corporation, Name and Title of officer who is signing on its behalf.

NOTES

1.	The registered office may, but need not be, the same as the principal office of the corporation, However, the registered office and the office address of the registered agent must be the same.

2.	The registered office must include a street or road address (P.O. Box alone is unacceptable).

3.	A corporation cannot act as its own registered agent.

if the registered office is changed from one county to another, the corporation must file with the Recorder of Deeds of the new county a certified copy of the Articles of Incorporation and a certified copy of the Statement of Change of Registered Office. Such certified copies may be obtained ONLY from the Secretary of State.

5.	Any change of registered agent must be by resolution adopted by the board of directors. This statement must be signed by a duly authorized officer.

EX-3.94 75 d358187dex394.htm EX-3.94 EX-3.94

Exhibit 3.94

BY-LAWS

MIDCO SUPPLY AND EQUIPMENT CORPORATION

ARTICLE I

OFFICES

The principal office of the corporation in the State of Illinois shall be located in the City of Marissa and County of St. Clair. The corporation may have such other offices, either within or without the State of Illinois, as the business of the corporation may require from time to time.

The registered office of the corporation required by The Business Corporation Act to be maintained in the State of Illinois may be, but need not be, identical with the principal office in the State of Illinois, and the address of the registered office may be changed from time to time by the board of directors.

SECTION 1. ANNUAL MEETING. The annual meeting of the Shareholders shall be held in April at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting at which they shall elect by a plurality vote a board of directors and transact such business as may properly be brought before the meeting.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the president, by the board of directors or by the holders of not less than one-fifth of all the outstanding shares of the corporation.

SECTION 3. PLACE OF MEETING. The board of directors may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. A waiver of notice signed by all shareholders may designate any place, either within or without the State of Illinois, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Illinois, except as otherwise provided in Section 5 of this article.

SECTION 4. NOTICE OF MEETINGS. Written or printed notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than

ten nor more than forty days before the date of the meeting, or in the case of a merger or consolidation not less than twenty nor more than forty days before the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the records of the corporation, with postage thereon prepaid.

SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place, either within or without the State of Illinois, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

SECTION 6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, forty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days, or in the case of a merger or consolidation, at least twenty days, immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than forty days and, for a meeting of shareholders, not less than ten days, or in the case of a merger or consolidation not less than twenty days, immediately preceding such meeting. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer books for shares of the corporation shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address

of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders.

SECTION 8. QUORUM. A majority of the outstanding shares of the corporation, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders; provided, that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by The Business Corporation Act, the articles of incorporation or these by-laws.

SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

SECTION 10. VOTING OF SHARES. Subject to the provisions of Section 12 of this article, each outstanding share, regardless of class, shall be entitled to one vote upon each matter submitted to vote at a meeting of shareholders.

SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine

Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, conservator, or trustee may be voted by such fiduciary, either in person or by proxy, but no guardian, conservator, or trustee shall be entitled, as such fiduciary, to vote shares held by him without a transfer of such shares into his name

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time

SECTION 12. CUMULATIVE VOTING. In all elections for directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, for as many persons as there are directors to be elected, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal, or to distribute them on the same principle among as many candidates as he shall see fit.

SECTION 14. VOTING BY BALLOT. Voting on any question or in any election may be viva voce unless the presiding officer shall order or any shareholder shall demand that voting be by ballot.

ARTICLE III

DIRECTORS

SECTION 1. GENERAL POWERS. The business and affairs of the corporation shall be managed by its board of directors.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors of the Corporation shall consist of one or more members as fixed from time to time by resolution of the Board of Directors or the Shareholders.Each director shall hold office until the next annual meeting of shareholders or until his successor shall have been elected and qualified. Directors need not be residents of Illinois or shareholders of the corporation.

SECTION 3. REGULAR MEETINGS. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, either within or without the State of Illinois, for the holding of additional regular meetings without other notice than such resolution.

SECTION 4. SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the board of directors called by them

SECTION 5. NOTICE. Notice of any special meeting shall be given at least 5 days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified•in the notice or waiver of notice of such meeting.

SECTION 6. QUORUM. A majority of the number of directors fixed by these by-laws shall constitute a quorum for transaction of business at any meeting of the board of directors, provided, that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 7. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

SECTION 8. VACANCIES. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors, may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.

SECTION 9. COMPENSATION. The board of directors, by the affirmative vote of a majority of directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise. By resolution of the board of directors the directors may be paid their expenses, if any, of attendance at each meeting of the board.

SECTION 10, PRESUMPTION OF ASSENT A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

OFFICERS

SECTION 1. NUMBER. The officers of the corporation shall be a president, one or more vice-presidents (the number thereof to be determined by the board of directors), a treasurer, and a secretary, and such assistant treasurers, assistant secretaries or other officers as may be elected or appointed by the board of directors. Any two or more offices may be held by the same person, except the offices of president and secretary.

SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held

after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices filled at any meeting of the board of directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer or agent shall not of itself create contract rights.

SECTION 3. REMOVAL. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

SECTION 5. PRESIDENT. The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and of the board of directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time

SECTION 6. THE VICE-PRESIDENTS. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice-president may sign, with the secretary or an assistant secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the president or by the board of directors.

SECTION 7. THE TREASURER. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; (b) in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors.

SECTION 8. THE SECRETARY. The secretary shall: (a) keep the minutes of the shareholders’ and of the board of directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (d) keep a register of the post-office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the president, or a vice-president, certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; (g) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors.

SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant treasurers shall respectively, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The assistant secretaries as thereunto authorized by the board of directors may sign with the president or a vice-president certificates for shares of the corporation, the issue of which shall have been authorized by a resolution of the board of directors. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the president or the board of directors.

SECTION 10. SALARIES. The salaries of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the corporation shall be in such form as may be determined by the board of directors. Such certificates shall be signed by the president or a vice-president and by the secretary or an assistant secretary and shall be sealed with the seal of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares

and date of issue, shall be entered on the books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe.

SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the corporation shall be made only on the books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors or the shareholders.

ARTICLE VIII

DIVIDENDS

The board of directors may from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its articles of incorporation.

ARTICLE IX

SEAL

The board of directors shall provide a corporate seal which shall be in the form of a^-circle and shall have inscribed thereon the name of the corporation and the words, “Corporate Seal, Illinois.”

ARTICLE X

WAIVER OF NOTICE

Whenever any notice whatever is required to be given under the provisions of these by-laws or under the provisions of the articles of incorporation or under the provisions of The Business Corporation Act of the State of Illinois, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or repealed and new by-laws may be adopted at any meeting of the board of directors of the corporation by a majority vote of the directors present at the meeting.

EX-3.95 76 d358187dex395.htm EX-3.95 EX-3.95

Exhibit 3.95

CERTIFICATE OF INCORPORATION

MIDWEST COAL ACQUISITION CORP.

1. The name of the corporation is: MIDWEST COAL ACQUISITION CORP.

3. The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4, The total number of shares of stock which the corporation shall have authority to issue is: One Hundred Shares ( 100) and the par value of each of such shares is: Ten Dollars ($ 10.00) amounting in the aggregate to One Thousand Dollars ($ 1,000.00 ).

5, The name and mailing address of each incorporator is as follow:

NAME

MAILING ADDRESS

Joseph W. Bean

Peabody Energy Corporation

701 Market Street, Suite 600

St. Louis, MO 63101

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation,

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the mariner in which it was created.

To designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may repiace any absent or disqualified member at any meeting of the committee, The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member, Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (I) approving or adopting, or

recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the corporation.

8. Elections of directors need not be by written ballot unless the bylaws of the corporation shall provide.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of (Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 5th day of September, 2003.

/s/ JOSEPH W BEAN

JOSEPH W. BEAN

EX-3.96 77 d358187dex396.htm EX-3.96 EX-3.96

Exhibit 3.96

MIDWEST COAL ACQUISITION CORP.

BY-LAWS

ARTICLE I OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

constituted immediately prior to any such increase), the Court or Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

MEETINGS OF THE BOARD OF DIRECTORS

Section 14. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 15. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 16. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 17. Special meetings of the board may be called by the president on one days’ notice to each director, either personally or by mail or by facsimile communication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on the notice on the written request of the sole director.

Section 18. At all meetings of the board, the majority of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 19. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 20. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 21. The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 22. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 23. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 24. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV NOTICES

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by facsimile telecommunication.

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of a his transactions as treasurer and of the financial condition of the corporation.

Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES FOR SHARES

LOST CERTIFICATES

Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

FIXING RECORD DATE

Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII GENERAL PROVISIONS DIVIDENDS

Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is

conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

EX-3.97 78 d358187dex397.htm EX-3.97 EX-3.97

Exhibit 3.97

CERTIFICATE OF FORMATION

MIDWEST COAL RESERVES OF ILLINOIS, LLC

The name of the limited liability company is Midwest Coal Reserves of Illinois, LLC

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Midwest Coal Reserves of Illinois, LLC this 22^nd day of August 2005.


By:		/s/ Joseph W. Bean
		Joseph W. Bean, Authorized Person

EX-3.98 79 d358187dex398.htm EX-3.98 EX-3.98

Exhibit 3.98

LIMITED LIABILITY COMPANY AGREEMENT OF

MIDWEST COAL RESERVES OF ILLINOIS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Midwest Coal Reserves of Illinois, LLC (the “LLC’), dated as of August 23, 2005, is made by Peabody Coal Company, LLC (the “Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1

Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Midwest Coal Reserves of Illinois, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST ND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

7. INDEMNIFICATION

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, if such lndemnitee 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no lndemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8, DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

The winding up of the LLC shall be completed when all of its debts, liabilities and obligations have been paid and discharged or reasonably adequate provisions therefor has been made, and all of the remaining property and assets of the LLC have been distributed to the Member. Upon the completion of the winding up of the. LLC, a Certificate of Cancellation of the LLC shall be filed with the Delaware Secretary of State.

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY COAL COMPANY, LLC

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

EX-3.99 80 d358187dex399.htm EX-3.99 EX-3.99

Exhibit 3.99

CERTIFICATE OF FORMATION

MIDWEST COAL RESERVES, LLC

The name of the limited liability company is Midwest Coal Reserves, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Midwest Coal Reserves, LLC this 28^th day of June 2005.


By:		/s/ Bryan L. Sutter
Authorized person


		Name: Bryan L. Sutter

CERTIFICATE OF AMENDMENT

CERTIFICATE OF FORMATION

MIDWEST COAL RESERVES, LLC

The name of the limited liability company is Midwest Coal Reserves, LLC

The Certificate of Formation of the limited liability company is hereby amended as follows: the first Article of the Certificate of Formation is deleted in its entirety and the following is substituted in its place:

“The name of the limited liability company is Midwest Coal Reserves of Indiana, LLC”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Certificate of Formation of Midwest Coal Reserves, LLC this 23rd day of August 2005.


MIDWEST COAL RESERVES, LLC

By:		/s/ Joseph W. Bean
		Joseph W. Bean, Authorized Person

EX-3.100 81 d358187dex3100.htm EX-3.100 EX-3.100

Exhibit 3.100

AMENDED AND RESTATEDLIMITED LIABILITY COMPANY AGREEMENT

MIDWEST COAL RESERVES OF INDIANA, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Midwest Coal Reserves of Indiana, LLC (“LLC”), dated as of August 23, 2005, is made by Peabody Coal Company, LLC (the “Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the name Midwest Coal Reserves, LLC under the Delaware Limited Liability Company Act (the “Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State on June 28, 2005;

WHEREAS, the name of the LLC was changed from Midwest Coal Reserves, LLC to Midwest Coal Reserves of Indiana, LLC pursuant to a Certificate of Amendment of the Certificate of Formation of Midwest Coal Reserves, LLC filed with the Delaware Secretary of State on August 23, 2005; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Name Change

The Member hereby acknowledges the formation of the LLC as a limited liability company pursuant to the Act by virtue of the filing of a Certificate of Formation with the Delaware Secretary of State on June 28, 2005, and the change of the LLC’s name from Midwest Coal Reserves, LLC to Midwest Coal Reserves of Indiana, LLC pursuant to a Certificate of Amendment of the Certificate of Formation of Midwest Coal Reserves, LLC filed with the Delaware Secretary of State on August 23, 2005.

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Midwest Coal Reserves of Indiana, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

7. INDEMNIFICATION

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising, out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no lndemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2 Expenses

Expenses incurred by an lndemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the lndemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an lndemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such lndemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

Except as specifically provided in Section 7.3, the provisions of this Section 7 are for the benefit of the Indemnitees only, and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY COAL COMPANY, LLC

By:				/s/ Walter L. Hawkins, Jr.
Name:				Walter L. Hawkins, Jr.
Title:				VP & Treasurer

EX-3.101 82 d358187dex3101.htm EX-3.101 EX-3.101

Exhibit 3.101

CERTIFICATE OF FORMATION

BTU EMPIRE COMPANY, LLC

The name of the limited liability company is BTU Empire Company, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.




By:		/s/ Edward L. Sullivan
		Edward L. Sullivan Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

BTU EMPIRE COMPANY, LLC

1. The name of the limited liability company is:

BTU Empire Company, LLC

2. Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Moffat County Mining, LLC.”

3. This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 30^th day of September, 2010.


Peabody Colorado Operations, LLC, its S e Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
Its:		Vice President and Secretary

EX-3.102 83 d358187dex3102.htm EX-3.102 EX-3.102

Exhibit 3.102

LIMITED LIABILITY COMPANY AGREEMENT of

BTU EMPIRE COMPANY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of BTU Empire Company, LLC (“LLC”), dated as of November 14, 2008, is made by Peabody Colorado Operations, LLC, a Delaware limited liability company (“Member”), as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Conversion

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be BTU Empire Company, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

by the Member. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the LLC shall be filled by the Member.

7. INDEMNIFICATION

7.1. Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the lndemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The provisions of this Section 7 shall be deemed to be a contract between the LLC and the Member and between the LLC and each director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or of the Member who serves in such capacity at any time while this Section 7 and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any Claim then or theretofore existing, or any Claim thereafter brought or threatened based in whole or in part on any such state of facts.

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. ASSIGNMENT OF MEMBERSHIP INTEREST

10. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

II. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

Peabody Colorado Operations, LLC

/s/ Kenneth L. Wagner

Name: Kenneth L. Wagner

Its: Vice President and Secretary

Being the Sole Member of

BTU Empire Company, LLC

EX-3.105 84 d358187dex3105.htm EX-3.105 EX-3.105

Exhibit 3.105

CERTIFICATE OF FORMATION

NEW MEXICO COAL RESOURCES, LLC

The name of the limited liability company is New Mexico Coal Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of New Mexico Coal Resources, LLC this 27^th day of June 2005.



By:		/s/ Bryan L. Sutter
		Authorized Person

Name: Bryan L. Sutter

EX-3.106 85 d358187dex3106.htm EX-3.106 EX-3.106

Exhibit 3.106

LIMITED LIABILITY COMPANY AGREEMENT OF

NEW MEXICO COAL RESOURCES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of New Mexico Coal Resources, LLC, (the “LLC”), is dated as of June 27, 2005 and made by Peabody Investments Corp., a Delaware Corporation (the “Member”).

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. LLC FORMATION, NAME, PLACE OF BUSINESS

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “New Mexico Coal Resources, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Member promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

4. LIABILITY OF MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2 No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.4 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT

6.1 Member Management

7. INDEMNIFICATION

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, Manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits, or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, if such Indemnitee determined in good faith that such conduct was in the best interest of the LLC and such lndemnitee’s conduct did not constitute fraud, gross negligence, or willful misconduct and was within the scope of the Indemnitee’s authority; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the lndemnitee’s conduct did constitute fraud, gross negligence, or willful misconduct.

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the lndemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the lndemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) or the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7 except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the lndemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY INVESTMENTS CORP.

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

EX-3.107 86 d358187dex3107.htm EX-3.107 EX-3.107

Exhibit 3.107

CERTIFICATE OF FORMATION

PACIFIC EXPORT RESOURCES, LLC

The name of the limited liability company is PACIFIC EXPORT RESOURCES, LLC.

The address of its registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 22^nd day of February, 2011.



By:		/s/ Kenneth L. Wagner
Kenneth L. Wagner Authorized Person

EX-3.108 87 d358187dex3108.htm EX-3.108 EX-3.108

Exhibit 3.108

LIMITED LIABILITY COMPANY AGREEMENT of

PACIFIC EXPORT RESOURCES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Pacific Export Resources, LLC (the “LLC”), dated as of February 22, 2011, is made by Peabody Investments Corp., a Delaware corporation (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Pacific Export Resources, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State. of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

Corporation Servicee Company

2711 Centerville Road

Suite 400

Wilmington, Delaware 19808

and the LLC’s registered agent at such address shall be Corporation Service Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall initially contribute capital to the LLC in the amount of $100. The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7. INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

7.3. Other Rights

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

73. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. ASSIGNMENT OF MEMBERSHIP INTEREST

10. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

II. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Investments Corp.

By:		/s/ Kenneth L. Wagner
Name: Kenneth L. Wagner
Its: Vice President, Assistant General Counsel & Assistant Secretary

Being the Sole Member of Pacific Export Resources, LLC

EX-3.113 88 d358187dex3113.htm EX-3.113 EX-3.113

Exhibit 3.113

STATE OF INDIANA

OFFICE OF THE SECRETARY OF STATE

CERTIFICATE OF ORGANIZATION

OF SUGAR CAMP COAL, LLC

I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Articles of Organization of the above limited liability company have been presented to me at ray office accompanied by the fees prescribed by law and that I have found such Articles conform to the provisions of the Indiana Business Flexibility Act, as amended.

NOW, THEREFONE, I hereby issue to such limited liability company this Certificate of Organization, and further certify that its existence will begin September 22, 1997.

In Witness Whereof, I have hereunto set my hand and affixed the seal of the State of Indiana, at the City of Indianapolis, this Twenty-second day of September, 1997.



		Deputy

APPROVED

AND

FILED

IND. SECRETARY OF STATE

ARTICLES OF ORGANIZATION

SUGAR CAMP COAL, LLC

The undersigned organizers desiring to form a limited liability company under the Indiana Business Flexibility Act (IC §23-18, et seq.) execute and adopt the following Articles of Organization for such limited liability company (“Company”).

ARTICLE I

Name

The name of the Company formed hereby is Sugar Camp Coal, LLC.

ARTICLE II

Registered Office; Registered Agent

The street address of the initial registered office of the Company is 414 South Fares Avenue, Evansville, Indiana 47714, and the name of the initial registered agent at such address is Daniel S. Hermann.

ARTICLE III

Principal Place of Business

The principal office of the Company shall initially be at 201-B North Main St., Henderson, Kentucky 42420. The principal office may hereafter from time to time be moved to such other place as may be designated by the Membership Committee.

ARTICLE IV

Duration

The duration of the Company is perpetual, or until liquidation in accordance with the terms of the operating agreement for the Company or as required by the Indiana Business Flexibility Act.

ARTICLE V

Purposes

The purposes of the Company are limited to the following coal-related purposes:

(a) The acquisition of coal reserves in the Project Area specified in the operating agreement;

(b) The development and conduct of mining, processing and shipping operations relative to the acquired coal reserves, either directly with employees of the Company or through contract miners;

(c) The permitting and bonding (either directly or through one of its Members) of all coal mining, processing and shipping operations on or relating to the acquired coal reserves and the completion of reclamation obligations relative to the coal mining, processing or shipping operations conducted on or relating to the acquired coal reserves;

(d) The purchasing, selling, brokering, processing and/or shipping of coal from whatever source in the Project Area;

(e) The acquisition of existing businesses, operating solely in the Project Area, relating to the mining, processing, selling or shipping of coal;

(f) To employ personnel necessary for the conduct of the business of the Company;

(g) The investment of the income earned by the Company prior to distribution to the Members;

(h) The borrowing of money, the leasing of assets and/or the granting of liens and security interests in assets of the Company; and

(i) All other activities necessary, appropriate, incidental or desirable in connection with the foregoing, or otherwise contemplated in the operating agreement.

The purposes of the Company shall not be extended, by implication or otherwise, beyond the purposes set forth in these Articles of Organization or the operating agreement of the Company without the approval of the Members.

-2-

ARTICLE VI

Members

The name and addresses of the Members are as follows:

Black Beauty Coal Company

414 South Fares Ave.

Evansville, Indiana 47714

Attention: Steven E. Chancellor

SCC Holding, LLC

P.O. Box 755

201-B North Main St.

Henderson, Kentucky 42420

Attention: Larry Finley

ARTICLE Vll

Additional Members

The Company may admit additional members at such time and on such terms and conditions as provided in the operating agreement of the Company and as specified by the existing Members and only upon the unanimous written consent of all existing Members.

IN WITNESS WHEREOF, the undersigned, being the organizers of the Company, execute these Articles of Organization and certify to the truth of the facts herein stated, this 6^th day of September, 1997.


BLACK BEAUTY COAL COMPANY

By:		/s/ Steven A. Chancellor
Its:		Vice President


SCC HOLDING LLC

By:		/s/ Larry Finley
Its:		[ILLEGIBLE]

This Instrument Prepared By Nicholas R. Glancy, 3120 Wall Street, Suite 310, Lexington, Kentucky 40503 (606) 223-1500

-3-

State of Indiana

Office of the Secretary of State

CERTIFICATE OF MERGER

SUGAR CAMP COAL, LLC

I, SUE ANNE GELROY, Secretary of State of Indiana, hereby certify that Articles of Merger of the above Domestic Limited Liability Company (LLC) have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Flexibility Act.

The following non-surviving entity(s):

ARCLAR COMPANY, L.L.C.

a(n) Domestic Limited Liability Company (LLC)

BLACK BEAUTY ILLINOIS, L.L.C.

a(n) Domestic Limited Liability Company (LLC)

merged with and into the surviving entity:

SUGAR CAMP COAL, LLC

The name following said transaction will be:

ARCLAR COMPANY, LLC

NOW, THEREFORE, with this document I certify that said transaction will become effective Tuesday, January 01, 2002.


		In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, December 26,2001.
		/s/ Sue Anne Gilroy
		SUE ANNE GILROY, SECRETARY OF STATE

1997091311 /2001 122632644


		Certification Number: 2011101340115

The Indiana Secretary of State filing certifies that this copy is on file in this office.

ARTICLES OF MERGER

BLACK BEAUTY ILLINOIS, L.L.C. AND ARCLAR COMPANY, L.L.C. (collectively, the

“NON-SURVIVING LLC’s”) INTO SUGAR CAMP COAL, LLC (“SURVIVING LLC”)

AND 199709131l

ARTICLES OF AMENDMENT CHANGING NAME TO

ARCLAR COMPANY, LLC

Pursuant to I.C. 23-18-7-1 et seq. and in compliance with the relevant requirements of the Indiana Code, the above-referenced limited liability companies, desiring to effect a merger, hereby set forth and represent the following:

ARTICLE I

Surviving Entity

A. Name. The name of the limited liability company surviving the merger is:

SUGAR CAMP COAL, LLC

B. Organization and Domicile. The Surviving LLC is a domestic Indiana limited liability company organized on September 22, 1997.

ARTICLE II

Merging Limited Liability Companies

A. Name. The names of the limited liability companies merging with and into the Surviving LLC are:

BLACK BEAUTY ILLINOIS, L.L.C.

ARCLAR COMPANY, L.L.C.

B. Organization and Domicile. Black Beauty Illinois, L.L.C. is a domestic Indiana limited liability company organized on December 8, 1998. Arclar Company, L.L.C. is a domestic Indiana limited liability company organized on December 14, 1998.

The Indiana Secretary of State filing office certifies that this copy is on file in this office.

ARTICLE III

Plan of Merger

A Plan of Merger (“Plan”) was adopted in accordancc with and containing such information as required by the applicable laws of the State of Indiana. A copy of the Plan is attached hereto, marked as Exhibit “A” and made a part hereof,

ARTICLE IV

Authorization

The Plan was duly authorized and approved by each constituent business entity in accordance with I.C. 23-18-7-3. The approving action for the Surviving LLC is as follows:


Member Name	Percentage Interest	Date of Approval of Plan
Black Beauty Coal Company	75%	December 20, 2001
Franks Energy, L.L.C.	25%	December 20, 2001

The approving action for each of the Non-Surviving LLC’s is as follows:

BLACK BEAUTY ILLINOIS, L.L.C.


Member Name	Percentage Interest	Date of Approval of Plan
Sugar Camp Coal, LLC	100%	December 20, 2001

ARCLAR COMPANY, L.L.C.


Member Name	Percentage Interest	Date of Approval of Plan
Sugar Camp Coal, LLC	50%	December 20, 2001
Black Beauty Illinois, L.L.C.	50%	December 20, 2001

ARTICLE V

Effective Date (Merger)

The effective date of these Articles of Merger shall be January 1, 2002.


		Certification Number: 2011101340115

The Indiana Secretary of State filing office certifies that this copy is on file in this office.

ARTICLE VI

Amendment of Articles

Article I of the Articles of Organization of Sugar Camp Coal, LLC, the name of the Surviving LLC, is hereby amended as follows:

“ARTICLE I

NAME

The name of the company formed hereby is Arclar Company, LLC.”

The amendment was adopted on December 17, 2001 by Black Beauty Coal Company and Franks Energy, L.L.C., the members of the Surviving LLC, in accordance with the articles of organization and operating agreement of the company and the Indiana Business Flexibility Act.

ARTICLE VII

Effective Date (Amendment)

The effective date of these Articles of Amendment shall be January 1, 2002.

IN WITNESS WHEREOF, the undersigned, being the members of the Surviving LLC, executes these Articles of Merger and Amendment and verifies subject to the penalties of perjury, the statements contained herein are true this 20th day of December, 2001.


BLACK BEAUTY COAL COMPANY

By:		/s/ Daniel S. Hermann
		Daniel S. Hermann, President


FRANKS ENERGY, L.L.C.

By:		/s/ Thomas W. Franks
		Thomas W. Franks, President

THIS INSTRUMENT WAS PREPARED BY: CHARLES A. COMPTON, ATTORNEY AT LAW, ZIEMER, STAYMAN, WEITZEL & SHOULDERS, LLP, 20 N.W. FIRST STREET, P.O. BOX 916, EVANSVILLE, INDIANA 47706-0916; TELEPHONE: (812) 424-7575.

The Indiana Secretary of State filing office certifies that this copy is on file in this office.

ARTICLE V

Manner and Basis of Converting Ownership Interests

In consideration of the fact that, as of the effective date and time of the merger, the Surviving LLC wholly owns or controls the Merging LLC’s, upon the merger no interest in the Surviving LLC shall be exchanged for the shares of the Merging LLC’s.

ARTICLE VI

Effect on Surviving LLC

The Articles of Organization and the Operating Agreement of the Surviving LLC shall be amended by changing the Surviving LLC’s name from Sugar Camp Coal, LLC to Arclar Company, LLC, while the registered agent and the principal office of the Surviving LLC shall be unchanged upon the merger.

IN WITNESS WHEREOF, the undersigned have executed this Plan of Merger this 20th day of December, 2001.


BLACK BEAUTY ILLINOIS, L.L.C.		ARCLAR COMPANY, L.L.C.

By:	/s/ Thomas W. Franks,	By:	/s/ Thomas W. Franks
	Thomas W. Franks,		Thomas W. Franks, President
	Chief Executive Officer


SUGAR CAMP COAL, LLC

By:		/s/ Thomas W. Franks
		Thomas W. Franks, Chief Executive Officer


		Certification Number: 2011101340115

State of Indiana

Office of the Secretary of State

CERTIFICATE OF AMENDMENT

ARCLAR COMPANY, LLC

I, TODD ROKITA, Secretary of Stale of Indiana, hereby certify that Articles of Amendment of the above Domestic Limited Liability Company (LLC) have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Flexibility Act.

The name following said transaction will be:

PEABODY ARCLAR MINING, LLC

Indiana Secretary of State

Packet: 1597091311

Filing Date: 03/02/2010

Effective Date: 03/02/2010

NOW, THEREFORE, with this document I certify that said transaction will become effective Tuesday, March 02,2010.


		In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, March 2,2010.
		/s/ Todd Rokita
		TODD ROKITA, SECRETARY OF STATE

EX-3.114 89 d358187dex3114.htm EX-3.114 EX-3.114

Exhibit 3.114

AMENDMENT NO. 1 to the

SECOND AMENDED AND RESTATED OPERATING AGREEMENT

PEABODY ARCLAR MINING, LLC

This AMENDMENT NO. 1, dated as of March 2, 2010 (“Amendment”), to the Second Amended and Restated Operating Agreement of Arclar Company, LLC (“Company”) dated as of January 1, 2002 (“Operating Agreement”), is made by Peabody Midwest Mining, LLC, an Indiana limited liability company (“Member”) as the sole member of the Company.

WITNESSETH:

WHEREAS, on December 28, 2001, Black Beauty Coal Company, an Indiana general partnership (“Black Beauty”) and Franks Energy L.L.C., an Illinois limited liability company (“Franks Energy”) entered into the Operating Agreement;

WHEREAS, on September 16, 2002, Peabody Holding Company, Inc., a New York corporation (“Peabody Holding”), acquired all of Franks Energy’s interest in the Company;

WHEREAS, on December 6, 2005, Peabody Holding Company, LLC, a Delaware limited liability company (as successor-in-interest to Peabody Holding) contributed its interest in the Company to Thoroughbred, L.L.C., a Delaware limited liability company (“Thoroughbred”);

WHEREAS, on December 6, 2005, Thorougbred contributed its interest in the Company to Black Beauty;

WHEREAS, on November 1, 2006, Black Beauty converted to a limited liability company and subsequently changed its name on November 3, 2009 to Peabody Midwest Mining, LLC;

WHEREAS, the Member is currently the sole member of the Company;

WHEREAS, effective March 2, 2010, the Member changed the name of the Company pursuant to the Articles of Amendment of the Articles of Organization filed with Indiana Secretary of State to “Peabody Arclar Mining, LLC”; and

WHEREAS, the Member now desires to amend the Operating Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, in consideration of the foregoing the Member agrees as follows:

Name of Company. The name of the Company as of March 2, 2010 is and shall continue to be “Peabody Arclar Mining, LLC”.

No Other Amendments. Unless specifically changed by this Amendment, all other provisions of the LLC Agreement shall remain unchanged and in full force and effect.

Effectiveness. This Amendment shall be effective as of March 2, 2010.

Governing Law. This Amendment shall be governed by, and construed in accordance with the laws of the State of Indiana without regard to the principles of conflict of laws thereof.

Ratification. Any and all actions hereafter taken by any officer of the Company are hereby ratified and confirmed in all respects as the act and deed of the Company.

IN WITNESS WHEREOF,_ the undersigned has duly executed this Agreement as of the day and year set forth above.


Peabody Midwest Mining, LLC

By		/s/ Kenneth L. Wagner
Name: Kenneth L. Wagner
Title: Vice President and Secretary

SECOND AMENDED AND RESTATED OPERATING AGREEMENT

SUGAR CAMP COAL, LLC

TO BE KNOWN AS

ARCLAR COMPANY, LLC

AS OF

JANUARY 1, 2002

Dated

DECEMBER 28, 2001

TABLE OF CONTENTS


Section			Page

1. Formation
1.1 Formation			-2-

2. Name and Office			-2-
2.1 Name and Insignia			-2-
2.2 Principal Office
3. Purposes; Non-Competition; Term			-2-
3.1 Purposes			-3-
3.2 Other Activities; Non-Competition			-3-
3.3 Term			-5-
3.4 Property of Ownership			-5-

4. Capital Contributions			-5-
4.1 Class A Capital Accounts			-5-
42 Class B Capital Account			-6-
4.3 No Liability of Members			-6-
4.4 No Interest on Capital Contributions			-6-
4.5 No Withdrawal of Capital			-6-
4.6 Capital Accounts			-6-

5. Accounting			-7-
5.1 Books and Records			-7-
5.2 Fiscal Year			-7-
5.3 Reports			-7-
5.4 Budget and Business Plan			-7-
5.5 Tax Returns			-8-
5.6 Member’s Request for Additional Information			-8-
5.7 Tax Matters Partner			-8-
5.8 Revaluation of Company Property			-9-

6. Bank Accounts and Excess Funds			-9-
6.1 Bank Accounts			-9-
6.2 Investment of Excess Funds			-9-

7. Allocation of Net Income and loss			-9-
7.1 Net Income and Net Loss			-9-
7.2 Allocation for Financial Reporting Purposes			-12-

TABLE OF CONTENTS


*Section*			*Page*
7.3 Allocation of Excess Nonrecourse			-12-
7.4 Allocations in Event of Transfer			-12-

8. Distributive Shares			-12-
8.1 Distributive Shares			-12-
8.2 Elections			-12-
8.3 Partnership Treatment			-13-

9. Distributions			-13-
9.1 Net Cash Flow			-13-
9.2 Distribution of Net Cash Flow			-13-
9.3 Property Distributions			-14-

10. Company Management			-14-
10.1 Membership Committee			-14-
10.2 Service Agreements			-15-
10.3 Related Party Transactions			-15-
10.4 Acts by Members			-15-

11. Officers			-15-
11.1 Required Officers			-15-
112 Duties of Officers			-16-
11.3 Appointment and Term of Office			-16-
11.4 Resignation and Removal of Officers			-16-
11.5 Contract Rights of Officers			-16-
11.6 Chief Executive Officer			-16-
11.7 President			-16-
11.8 Vice-President			-17-
11.9 Treasurer			-17-
11.10 Secretary			-17-
11.11 Assistant Treasurers and Assistant Secretaries			-17-
11.12 Compensation			-18-

12. Standard of Care of Officers; Indemnification			-18-
12. 1 Standard of Care			-18-
12.2 Indemnification			-18-

13. dissolution and termination of class b membership			-19-
13.1 Dissolution			-19-

TABLE OF CONTENTS


*Section*			*Page*
13.2 Liquidation and Winding Up Upon Dissolution			-20-
133 Distributions Upon Liquidation			-20-
114 No Negative Capital Account Make-Up Required			-20-

14. Assignment			-21-
14.1 Assignment of Member’s Interest			-21-
14.2 [RESERVED]			1 -
14.3 [RESERVED]			-21-
14.4 Substitute Members			-21-
14.5 Additional Members			-21-
14.6 Thomas W. Franks Secrecy and Noncompetition			-22-

15. Relationship with Company			-22-
15.1 Promotion of Company			-22-
15.2 information			-22-
15.3 Confidentiality			-23-

16. Governing Law			-23-

17. Arbitration			-23-

18. Notices			-24-
18.1 Addresses			-24-
18.2 Effective Date

19. Miscellaneous			-24-
19.1 Binding on Successors			-24-
19.2 Amendments			-25-
19.3 Waiver and Consent
19.4 Waiver and Dissolution Under the Act			-25-
19.5 Relationship of the Members			-25-
19.6 Further Assurances			-25-
19.7 Severability			-25-
19.8 Agreement in Counterparts			-25-
19.9 Entire Agreement			-25-
19.10 No Third Parry Beneficiary			-25-
19.11 Captions; Section References			26

GLOSSARY OF DEFINED TERMS


*Defined Term*			*Section*
Act			1.1
Adjusted Class B Capital Account Balance			9.2
Affiliate			3.2(e)
Agreement			Preamble
Arciar			Recital
Black Beauty			Preamble
Capital Account			4 1(b)
Class A Member			1
Class A Membership			1
Class A Percentage Interest			7.1(a)(2)
Class B Capital Account			4_6
Class B Membership
Class B Merger			1
Class B Priority Distribution			9 2(a)
Class B Priority Distribution Amounts			9.2
Class B Residual Distributions			9 2(c)
Code			4 1(b)
Company			Recital
Contributed Assets			7 1(g)
Fiscal Year			5.2
Franks Controlling Member			14.6(a)
Franks			Preamble
Illinois			Recital
Liquidators			13.2(a)
Member			Preamble
Members			Preamble
Membership Committee			10.1(a)
Membership interest			4 1(b)
Neco			Recital
Net Cash Flow			9.1
Operating Agreement			Recital
Percentage Interest			7.1(a)
Project Area			3.1
Restricted Period			14.6(a)
Tax Matters Partner			5.7
SCC			Recital

SECOND AMENDED AND RESTATED

OPERATING AGREEMENT

SUGAR CAMP COAL, L.L.C.

TuiS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (“Agreement”) is made and entered into as of the 28th day of December, 2001, by and among (i) BLACK BEAUTY COAL COMPANY, an Indiana partnership, with its principal office at 414 South Fares Avenue, Evansville, Indiana, 47714 (“Black Beauty”), as a Class A Member, and (ii) FRANKS ENERGY, L.L.C., an Illinois limited liability company, with its principal office at 29 W. Raymond Street, Harrisburg, Illinois, 62946 (“Franks”) as a Class A Member and a Class B Member. The parties hereto are hereinafter collectively referred to as the “Members” and each individually as a “Member”. For purposes of this Agreement, the term “Member” shall include any parry then acting in such capacity in accordance with the terms of this Agreement.

RECITALS:

A. Black Beauty and SCC Holding, LLC, an Indiana limited liability company (“SCC”), entered into an Operating Agreement dated as of October 31, 1997, as subsequently amended and restated on March 23, 2000 and thereafter amended by a First Amendment to Amended and Restated Operating Agreement (“Operating Agreement”) with respect to the formation of an Indiana limited liability company known as Sugar Camp Coal, LLC (the “Company”).

B. SCC was subsequently liquidated and Black Beauty and Neco Land Co., an Illinois corporation (“Neco”), as the members of SCC, were assigned SCC’s interest in the Company.

C. On March 23, 2000, Franks contributed to the Company his interest in Arclar Company, L.L.C. (“Arclar”) and was admitted as a Member of the Company and Neco’s interest in the Company was subsequently redeemed.

D. On the date hereof; the parties have agreed to contribute additional capital to the Company and have created a new class of membership having the rights and obligations set forth herein.

E. Effective January 1, 2002, Arclar and Black Beauty Illinois, L.L.C. will merge into the Company, and the Company will change its name to Arclar Company, LLC.

F. The parties desire to amend and restate the Operating Agreement in its entirety.

AGREEMENT:

Now, THEREFORE, the parties hereby agree as follows:

I. Reclassification of Capital and Membership. The Capital Account balances and Interests pre-existing as of the date hereof shall be designated as “Class A Capital Account” balances and “Class A Percentage Interests,” as more particularly set forth herein, and shall be held in connection with membership rights designated as “Class A Membership.” Black Beauty shall be a Class A Member holding a 75% Class A Percentage Interest and Franks shall be a Class A Member holding a 25% Class A Percentage Interest. The Company hereby creates a new class of membership, designated as “Class B Membership,” having the rights and obligations set forth herein. Franks shall be the sole Class B Member, holding all rights and obligations related thereto_

11. Amended and Restated Agreement. The Operating Agreement is hereby amended and restated in its entirety to read as follows:

1. FORMATION.

1.1 Formation. The Members have formed the Company under the Indiana Business Flexibility Act (“Act”) for the purposes and term set out in this Agreement. To effect the formation of the Company, the Members have executed and duly recorded Articles of Organization.

2. NAME AND OFFICE.

2.1 Name and Insignia. The Company will do business under the name “Sugar Camp Coal, LLC” through December 31, 2001. Effective January 1, 2002, the Company will do business under the name Arclar Company, LLC.” The Members shall execute and file such documents as shall be required under the laws of each state in which the Company is required or desires to be qualified to do business.

2.2 Principal Office. The principal office of the Company shall initially be at 29 W. Raymond Street, Harrisburg, Illinois 62946. The principal office may hereafter from time to time be moved to such other place as may be designated by the Membership Committee (which Committee is described in Section 10.1). The books and records of the Company shall be maintained at the Company’s principal place of business, or such other location as determined by the Membership Committee. The Company shall designate an agent for service ofprocess in Indiana in accordance with the provisions of the Act.

3. PURPOSES; NON-COMPETITION; TERM.

3.1 Purposes. The Company is formed to conduct coal mining, processing, marketing and shipping businesses and shall limit its coal mining, reserve holdings and all other physical operations (other than office operations) solely to (i) Gallatin, Saline, Williamson and Hardin Counties in Illinois, (ii) Union and Webster in Kentucky, and (iii) any other areas in which the Members unanimously agree to conduct mining operations (the areas referred to in (i) through (iii) above are hereinafter referred to as the “Project Area”). The purposes of the Company are limited to the following coal-related purposes:

(a) The acquisition of coal reserves in the Project Area;

(b) The development and conduct of underground mining, processing and shipping operations relative to the acquired coal reserves, either directly with employees of the Company or through contract miners;

(d) The purchasing, selling, brokering, processing and/or shipping of coal from whatever source in the Project Area;

(e) The acquisition of existing businesses, operating solely in the Project Area, relating to the mining, processing, selling or shipping of coal;

(f) To employ personnel necessary for the conduct of the business of the Company;

(g)The investment ofthe income earned by the Company prior to distribution to the Members;

(h) The borrowing of money, the leasing of assets and/or the granting of liens and security interests in assets of the Company; and

(i) All other activities necessary, appropriate, incidental or desirable in connection with the foregoing, or otherwise contemplated in this Agreement.

The purposes of the Company shall not be extended, by implication or otherwise, beyond the purposes set forth in this Section 3.1 without the approval of all of the Members.

-3-

3.2 Other Activities; Non-Competition.

(a) Neither Franks nor its Affiliates (as hereinafter defined) shall, directly or indirectly, engage in, or possess an interest in, any other business venture relating to the holding of coal reserves or the mining, processing, marketing or shipping of coal, of any nature and description whatsoever, independently or with others, within the Project Area; provided, however, that nothing herein shall prohibit Power, Inc. from engaging in the business in which it is currently engaged. The restrictions set out in this Section 3.2(a) shall be in effect until the first to occur of (i) the Company being dissolved and liquidated or (ii) Black Beauty, or an Affiliate of Black Beauty, directly or indirectly, acquiring all of the ownership interests in Franks.

(b) Except as provided in Section 3.2(c), Black Beauty and all current and future Affiliates of Black Beauty may engage in, or possess an interest in, other business ventures of any nature and description whatsoever, independently or with others, whether or not competitive with those of the Company, and neither Franks nor any Affiliate of Franks, nor any member, officer, director or employee of Franks, shall have any rights by virtue of this Agreement in and to such independent ventures, or to the income or profits derived therefrom.

(c) In addition to the restrictions set forth in Section 12(a), neither Member, nor any Affiliate of either Member, shall compete with the Company in the acquisition, development, mining, processing or shipping of coal within the Project Area. The limitation set forth in this Section 12(c) is only intended to restrict activities wholly or partially located within the Project Area. It is the intention and agreement of the Members that if the Company does not elect to pursue a. coal-related business opportunity located in the Project Area, neither Member, nor any of their Affiliates, shall pursue such coal related business opportunity within the Project Area. The restrictions set out in this Section 3.2(e) shall be in effect until the first to occur of (i) the Company being dissolved and liquidated or (ii) Black Beauty, or an Affiliate of Black Beauty, directly or indirectly, acquiring all of the ownership interests in Franks. Neither Black Beauty, nor any current or future Affiliate of Black Beauty, shall be in violation of the restriction of this Section 3.2(c) or otherwise under this Agreement for coal related or other activities in the Project Area if the properties involved in such activity (i) are acquired by Black Beauty or any current or future Affiliate of Black Beauty incidental to a transacti on involving primarily properties outside of the Project Area, or (ii) are owned or controlled by an entity which becomes an Affiliate of Black Beauty in a transaction not structured to avoid the restrictions of this Section 3.2(c); provided, however, that if Black Beauty or an Affiliate of Black Beauty acquires any coal properties in the Project Area under (i) or (Li) above, such acquiring entity shall offer to convey such properties to the Company at the actual cost of acquisition of such properties incurred by such entity, or for such other consideration to which the Company and such entity may agree. Black Beauty may not use its vote as a Member to prevent the Company from acquiring such properties at the actual cost of acquisition incurred by Black Beauty if Franks desires, in its discretion, to complete such acquisition. Further, the restrictions set out herein shall not prohibit, limit or restrict the marketing and sale of coal produced within the Project Area.

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(d) Each Member shall be liable for the acts of any of its Affiliates which are in violation of the terms of this Section 12, without regard to the legal relationship between such Member and such Affiliate.

(e) For purposes of this Agreement, the term “Affiliate” shall mean any individual, corporation, partnership, limited liability company or other entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, another individual, corporation, partnership, limited liability company or other entity. For this purpose, control shall mean 50% or more of the voting interests or equity interests of an entity. Notwithstanding the foregoing, the term Affiliate, in reference to Black Beauty, shall not include Peabody Holding Company, Inc. or any entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, Peabody Holding Company, Inc.

(f) The parties stipulate that in the event that a court determines, contrary to the agreement of the parties as set forth in this Section 3.2, that any of the terms of their agreement not to compete with the other are unreasonable or contrary to public policy or invalid or enforceable for any reason of fact, law or equity, then such court shall limit the application of any such provision or term or modify any provision or term to that which it finds reasonable, valid or enforceable, and shall enforce such provisions as so limited or modified.

3.3 Term. The duration of the Company is perpetual, or until liquidation in accordance with the terms of this Agreement or as required by the Act.

3.4 Properly of Ownership. All assets and property owned by the Company, whether real or personal, tangible or intangible, shall be held in the name of the Company unless otherwise determined by the Membership Committee.

4. CAPITAL CONTRIBUTIONS.

4.1 Class A Capital Accounts.

(a) The Capital Account (as herein after defined) balances of Black Beauty and Franks pre-existing as of the date hereof shall be designated as Class A Capital Account balances.

(b) On or before December 31, 2001 Black Beauty shall contribute to the Company additional cash in the amount of $2,250,000 in respect of its Class A Capital Account and Franks shall contribute to the Company additional cash in the amount of $750,000 in respect of its Class A Capital Account.

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4.2 Class B Capital Account_ On or before December 31, 2001 Franks shall contribute cash in the amount of $3 million in respect of its Class B Capital Account.

4.3 No Liability of Members. Except as otherwise specifically provided in the Act, Or as may exist under separate existing written agreements as to a Member, no Member shall have any personal liability for the obligations of the Company. Further, no Member shall be obligated to contribute additional capital to the Company, unless all of the Members in their sole and absolute discretion, agree to contribute additional capital to the Company.

4.4 No Interest un Capital Contributions. No Member shall be entitled to interest on any capital contributions made to the Company.

4.5 No Withdrawal of Capital. No Member shall be entitled to withdraw any part of its capital contributions to the Company, or receive any distributions from the Company, except as provided in this Agreement_ No Member shall be entitled to demand or receive any property from the Company other than cash, except as otherwise expressly provided for herein.

4.6 Capital Accounts. There shall be established on the books of the Company a capital account (“Capital Account”) for each Member. The Capital Account of Black Beauty shall be designated as a Class A Capital Account and the Capital Account of Franks shall be divided into two subaccounts, designated as a “Class A Capital Account” and a “Class B Capital Account,” respectively. It is the intention of the Members that such Capital Account be maintained in accordance with the provisions of Treas. Reg. § 1.704-1(b)(2)(iv), and this Agreement shall be so construed. Accordingly, such Capital Account shall initially be credited with the initial capital contribution of the Member with respect to that class of membership and thereafter shall be increased by (i) any cash or the fair market value of any property contributed by such Member (net of any liabilities assumed by the Company or to which the contributed property is subject) with respect to that class of membership and (ii) the amount of all net income (whether or not exempt from tax) and gain allocated to such Member hereunder with respect to that class of membership, and decreased by (i) the amount of all net losses allocated to such Member hereunder (including expenditures described in section 705(a)(2)(B) of the Internal Revenue Code of 1986, as amended (“Code”) with respect to that class of membership, or treated as such an expenditure by reason of Treas. Reg. * 1.704-1(b)(2)(iv)(i)) and (ii) the amount of cash, and the fair market value of property (net of any liabilities assumed by such Member or to which the distributed property is subject), distributed to such Member pursuant to this Agreement with respect to that class of membership. if the Company has made an election under section 754 of the Code, Capital Accounts shall also be adjusted to the extent required by Treas. Reg. § 1.704-1 (b)(2 )(iv )(m). If a Member transfers all or any part of such Member’s interest (capital, profits and otherwise) in the Company (“Membership Interest”) in accordance with the terms of this Agreement, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent of the Membership Interest transferred.

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5. ACCOUNTING.

5.1 Books and Records. The Membership Committee shall cause the Company to maintain full and accurate books and records at the Company’s principal place of business, showing all receipts and expenditures, assets and liabilities, net income or loss, and all other records necessary for recording the Company’s business and affairs, including those required to be kept under the Act and those sufficient to record the allocations and distributions to the Members provided for in this Agreement. Such books and records shall be maintained in accordance with generally accepted accounting principles; provided, however, that adequate records concerning the maintenance of Capital Accounts in accordance with Treas. Reg. § 1.704-1(b)(2)(iv) shall be simultaneously maintained by the Company. Such books and records shall be open to the inspection and examination of each Member by its duly authorized representatives at all reasonable times, and may be copied by the Member.

5.2 Fiscal Year. The fiscal year of the Company shall end on December 31 of each year (“Fiscal Year”).

5.3 Reports.

(a) Within 75 days after the close of each Fiscal Year of the Company, the Company shall furnish to each Member a report of the business and operations of the Company during such Fiscal Year. Unless otherwise agreed to by the Membership Committee, such report shall contain financial statements prepared by the Company which are audited by certified public accountants employed by the Company with the consent of both Members_

(b) Within 25 business days after the close of each calendar month, the Company shall furnish to each Member a report of the business and operations of the Company for such calendar month. Unless otherwise agreed to by the Membership Committee, such report shall contain unaudited financial statements prepared by the Company, be in such tbrm as the Membership Committee may require and shall include a balance sheet as of the end of such calendar month, a statement of the net income or net loss of the Company for such calendar month and such other information as in the judgment of the Membership Committee shall be reasonably necessary for the Members to be advised of the results of the Company’s operations and its financial condition. The Company shall provide to the Members within 5 business days of the end of each calendar month a “flash” estimate of income and expense for the previous calendar month. Notwithstanding the time periods provided for in Section 5.3(a) and this Section 5.3(b), the Members hereby agree to cooperate to shorten such time periods to meet Black Beauty’s reporting requirements.

5.4 Budget and Business Plan. Each Fiscal Year, the Membership Committee shall establish the date by which the Company shall submit to the Membership Committee an annual budget, delegation of authority and business plan for the next succeeding Fiscal Year of the

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Company as well as a ten year business plan. for the Company. The date for submission established by the Membership Committee shall accommodate the budgeting process of both Members; provided, however, that the Company shall have at least 60 days advance notice tiom the Membership Committee of the date for submission of the budget and business plans. All budgets and business plans required to be submitted by the Company to the Membership Committee pursuant to this Section 5.4 shall be approved, or modified and then approved, by the Membership Committee, and the Membership Committee shall thereafter conduct the business of the Company in accordance with the annual budget, business plan and delegation of authority approved by the Membership Committee, unless otherwise directed by the Membership Committee. Either Member may suggest for inclusion in the budget capital projects. All such capital projects must be specifically approved by the unanimous consent of the Membership Committee prior to the commencement of expenditures for such capital projects.

5.5 Tax Returns. The Membership Committee shall cause all required Federal, state and local income, franchise, property and other tax returns, including information returns, to be timely filed with the appropriate office of the relevant taxing jurisdiction or agency. In order to accommodate the following provision regarding review o f drafts of the Federal and state income tax returns of the Company, the Company (if necessary) shall seek each year a three month extension of the date on which such returns must be filed. With respect to the Federal and state income tax returns of the Company, the Company shall submit to each Member drafts of the proposed returns as soon as possible, but in no event later than February 28 of each year, to permit review and approval of such returns by each Member prior to filing. All expenses incurred in connection with such fax returns and information returns, as well as for the reports referred to in Section 5.3, shall be expenses of the Company.

5.6 Member’s Requestfar Additional Information. The Company shall also furnish to any Member such other reports of the Company’s operations and conditions as may reasonably be requested by either of the Members.

5.7 Tax Matters Partner. Franks shall be the “Tax Matters Partner” (as that term is defined in the Code) for the Company. The Tax Matters Partner shall have the authority granted a tax matters partner under the Code, but the Tax Matters Partner shall not take any action binding upon another Member without first notifying, and receiving the concurrence of, such Member. All expenses of the Tax Matters Partner incurred in serving as Tax Matters Partner shall be Company expenses and shall be paid by the Company. The Company shall indemnify the Tax Matters Partner for, and hold the Tax Matters Partner harmless from, any and all judgments, fines, amounts paid in settlement and expenses (including attorneys’ fees) reasonably incurred by the Tax Matters Partner in any civil, criminal or investigative proceeding in which the Tax Matters Partner is involved or threatened to be involved by reason of being the Tax Matters Partner, provided that the Tax Matters Partner acted in good faith, within what the Tax Matters Partner reasonably believed to be within the scope of the Tax Matters Partner’s authority and for a purpose which the Tax Matters Partner

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reasonably believed to be in the best interests of the Company or the Members. The Tax Matters Partner shall not be indemnified under this provision against any liability to the Company or its Members to which the Tax Matters Partner would otherwise be subject by reason of gross negligence or willful misconduct or for failure to obtain a Member’s consent in accordance with the provisions of this Section 5.7. Nothing herein shall be deemed an election by the Company or the Members to be subject to the partnership level audit provisions of section 6221 et seq. of the Code.

5.8 Revaluation of Company Properly. if there shall occur (i) an acquisition of a Membership Interest for more than a de minimis capital contribution, or (ii) a distribution (other than a de minirnis distribution) to a Member in consideration for a Membership Interest, the Member Committee may revalue the assets of the Company at their then fair market value and adjust the Capital Accounts of the Members in the same manner as provided in Section 9.3 in the case of a property distribution. If there is a reallocation pursuant to this Section 5.8, then net income and net loss shall thereafter be adjusted for allocations of depreciation (cost recovery) and gain or loss in accordance with the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(t) and (g), and the Members’ distributive shares of depreciation (cost recovery) and gain or loss computed in accordance with the principles of section 704(c) of the Code and the regulations promulgated thereunder using the method selected by the Membership Committee.

6. BANK ACCOUNTS AND EXCESS FUNDS.

6.1 Bank Accounts. All funds of the Company shall be deposited in its name into such checking or savings accounts, Time certificates, short-term money market funds or other investment as shall be designated by the Membership Committee. Withdrawals therefrom shall be made upon such signature or signatures (or other authorization form) as determined by the Membership Committee. Company funds shall not be commingled with those of any other person or entity.

6.2 Investment ofExcess Funds. The Company may invest excess funds not required in the Company’s business, and not required to be distributed pursuant to the terms of this Agreement, in short-term United States Government obligations maturing within 1 year or in other securities selected by the Membership Committee.

7. ALLOCATION OF NET INCOME AND LOSS.

7.1 Net Income and Net Loss.

(a) Except as otherwise provided herein, the net income of the Company for each Fiscal Year shall be allocated to the Members as follows:

(1) First, to the Class B Member an amount of such net income equal to the Net Cash Flow (as hereinafter defined) of the Company for such Fiscal Year distributed as Class B Priority Distributions (as hereinafter defined) with respect to such Fiscal Year.

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(2) Second, to the Class A Members in proportion to their Class A Percentage interests, subject to Section 7.1(a)(3) and Section 7.1(h). Black Beauty’s Class A Percentage Interest is 75% and Franks Class A Percentage Interest is 25%.

(3) With respect to the Fiscal Year ending December 31, 2001, if Franks so elects by giving written notice to Black Beauty on or before April 15 following such Fiscal Year, all net income allocable to the Class A Members for such Fiscal Year shall be allocated 100% to Black Beauty.

(b) Notwithstanding anything herein to the contrary, if a Member has a deficit balance in such Member’s Capital Account (excluding from such Member’s deficit Capital Account any amount which such Member is obligated to restore in accordance with Treas. Reg § 1.704] (b)(2 )(ii)(c), as well as any amount such Member is treated as obligated to restore under Treas. Reg. §§ 1.704-2(g)(1) and 1.704-2(i)(5)) and unexpectedly receives an adjustment, allocation or distribution described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4), (5) or (6), then such Member will be allocated items of income and gain in an amount and manner sufficient to eliminate the deficit balance in such Member’s Capital Account as quickly as possible. If there is an allocation to a Member pursuant to this Section 7_1(b), then future allocations of net income pursuant to Section 7.1(a) shall be adjusted so that those Members who were allocated less income, or a greater amount °floss, by reason of the allocation made pursuant to this Section 7 1(b), shall be allocated additional net income in an equal amount. It is the intention of the parties that the provisions of this Section 7.1(b) constitute a qualified income offer within the meaning of Treas. Reg. § 1.704-1(b)(2)(ii)(d), and such provisions shall be so construed.

(c) If there is a net decrease in the Company’s Minimum Gain (within the meaning of Treas. Reg. § 1.704-2(b)(2)) or Partner Nonrecourse Debt Minimum Gain (within the meaning of Treas. Reg § 1.704-2(i)(3)) during any Fiscal Year, each Member shall be allocated, before any other allocations hereunder, items of income and gain for such Fiscal Year (and subsequent Fiscal Years, if necessary), in an amount equal to such Member’s share (determined in accordance with Treas. Reg. §§ 1.704-2(g) and 1.704-2(i)(5), as applicable) of the net decrease in the Company’s Minimum Gain or Partner Nonrecourse Debt Minimum Gain, as applicable, for such Fiscal Year; provided, however, that no such allocation shall be required if any of the exceptions set forth in Treas. Reg. § 1.704-2(f) apply. It is the intention of the parties that this provision constitute a “minimum gain chargeback” within the meaning of Treas. Reg. §§ 1.704-2(0 and 1.704-2(i)(4), and this provision shall be so construed.

(d) Notwithstanding anything herein to the contrary, the Company’s partner nonrecourse deductions (within the meaning ofTreas. Reg. § 1.704-2(i)(2)) shall be allocated solely to the Member who has the economic risk of loss with respect to the partner nonrecourse liability related thereto in accordance with the provisions of Treas. Reg. § 1.704-2(i)(4

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(e) Notwithstanding the provisions of Section 7.1(i), no net losses shall be allocated to a Member if such allocation would result in such Member having a deficit balance in such Member’s Capital Account (excluding from such Member’s deficit Capital Account any amount such Member is obligated to restore in accordance with Treas. Reg. § 1.704-1(b)(2)(ii)(c), as well as any amount such Member is treated as obligated to restore under Treas. Reg. §§ 1.704- 2 (g)(1) and 1.704-2(i)(5)). in such case, the net loss that would have been allocated to such Member shall be allocated to the other Members to whom such loss can be allocated without violation of the provisions of this Section 7.1(e) in proportion to their respective Allocation Interests among themselves_

(f) Notwithstanding the provisions of Section 7.1(a), to the extent losses are allocated to the Members by virtue of Section 7.1(e), the net income of the Company thereafter recognized shall be allocated to such Members (in proportion to the losses previously allocated to them pursuant to Section 7.1(e) until such time as the net income of the Company allocated to them pursuant to this Section 7.1(f) equals the net losses allocated to them pursuant to Section 7_1(e).

(g) For Federal state and local income tax purposes only, with respect to any assets contributed by a Member to the Company (“Contributed Assets”) which have an agreed fair market value On the date of their contribution which differs from the Member’s adjusted basis therefor as of the date of contribution, the allocation of depreciation and gain or loss with respect to such Contributed Assets shall be determined in accordance with the provisions of Section 704(c) of the Code and the regulations promulgated thereunder using the traditional method within the meaning of Treas. Reg. § 1.704-3(b). For purposes of this Agreement, an asset shall be deemed a Contributed Asset if it has a basis determined, in whole or in part, by reference to the basis of a Contributed Asset (including an asset previously deemed to be a Contributed Asset pursuant to this sentence). Notwithstanding the foregoing, ifthe gain from the sale of any Contributed Asset is being reported on the installment method for income tax purposes, then the total amount of gain which is to be recognized by each of the Members in accordance with the above provision in all taxable years shall be computed and the amount of gain to be recognized by each of the Members in each year shall be in proportion to the total gain to be recognized by each o f the Members in all taxable years.

(h) Notwithstanding anything herein to the contrary, in the year in which the Company either (i) begins the sale of all, or substantially all, of its assets, or (ii) the Membersogree to dissolve the Company, the net income of the Company to be allocated to the Class A Members shall be allocated as follows:

(1) First, all of such net income to be allocated to the Class A Members, and, if there is insufficient net income, then an amount of the gross income of the Company, shall be allocated to Franks until Franks’ Class A Capital Account equals 25% of the aggregate Class A Capital Accounts.

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(2) Second, the balance of the net income of the Company to be allocated to the Class A Members shall be allocated to the Class A Members in accordance with their respective Class A Percentage Interests.

(i) Except as otherwise provided herein, the net loss of the Company for each Fiscal Year shall be allocated to the Class A Members in accordance with their respective Class A Percentage Interests.

7.2 Allocation fur Financial Reporting Purposes. Solely for financial reporting purposes, the net income and net loss oldie Company to be allocated to the Class A Members shall be allocated 100% to Black Beauty_

7.3 Allocation ofExcess Nonrecourse Liabilities. For purposes of section 752 of the Code and the regulations thereunder, the excess nonrecourse liabilities of the Company (within the meaning of Treas. Reg. § 1.752-3(a)(3)), if any, shall be allocated to each Member in accordance with their respective Percentage Interests.

7.4 Allocations in Event of Transfer. In the event of (i) the transfer of a Member’s Membership interest (in accordance with and subject to the provisions of this Agreement) in the Company, (ii) the admission of a new Member, or (iii) the making by the Members of disproportionate capital contributions, at any time other than the end of a Fiscal Year, the periods before and atter such transfer, admission or disproportionate capital contributions shall be treated as separate fiscal years, and the Company’s net income, net loss and credits for each of such deemed separate fiscal years shall be allocated in accordance with the Members’ respective Percentage Interests for each of such deemed separate fiscal years.

8. DISTRIBUTIVE SHARES.

8.1 Distributive Shares. For purposes of Subchapter K of the Code, the distributive sharks of the Members of each item. of Company taxable income, gains, losses, deductions or credits for any Fiscal Year shall be in the same proportions as their respective shares of the net income or loss of the Company allocated to them pursuant to Section 7.1. Notwithstanding the foregoing, to the extent not inconsistent with the allocation of gain provided for in Section 7.1, gain recognized by the Company which represents recapture of depreciation, cost recovery or depletion deductions for Federal income tax purposes shall be allocated in accordance with the provisions of Treas. Reg. § 1.1245-1(e) (without regard to whether real property or personal property is involved).

8.2 Elections. Any and all elections required or permitted to be made by the Company under the Code, including the election provided for in section 754 of the Code, shall be made in accordance with the decisions of the Membership Committee.

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8.3 Partnership Treatment. It is intended that the Company shall be treated as a partnership for purposes of Federal, state and local income tax or other taxes, and the Members shall not take any position or make any election, in a tax return or otherwise, inconsistent with such treatment.

9. DISTRIBUTIONS.

9.1 Net Cash Flow. For purposes of this Agreement, the term “Net Cash Flow” for any period shall mean the excess, if any, of (a) the sum of (i) the gross receipts (excluding loan proceeds) of the Company for such period plus (ii) any funds released by the Membership Committee from previously established reserves referred to in (b)(iii) below, over (b) the sum of (i) all cash operating expenses paid by the Company for such period, including, but not by way of limitation, salaries, taxes, interest, insurance premiums, royalties, rentals, utilities and fees, (ii) all amounts paid by the Company in such period on account of the principal of any debts or liabilities of the Company and (iii) reasonable reserves for working capital and future expenditures and to maintain Company finances in compliance with financing covenants, as shall be determined from time to time by the Membership Committee. Notwithstanding the foregoing, to the extent that any of the payments described in (b)(i) or (ii) above are paid from capital contributions, from loan proceeds or from previously established reserves, such payments shall not be taken into account in determining Net Cash Flow for such period.

9.2 Distribution of Net Cash Flow. Subject to applicable bank financing covenants, the Net Cash Flow of the Company for each Fiscal Year (other than Net Cash Flow arising in connection with the liquidation of the Company, which Net Cash Flow shall be distributed as provided in Section 13-3) shall, unless otherwise agreed to by both Members, be distributed within 90 days following the close of each Fiscal Year, to the extent not previously distributed. Subject to applicable bank financing covenants, unless otherwise agreed to by the Members, the Net Cash Flow of the Company for each month shall be distributed within 30 days following the close of each month. All such distribution shall be made to the Members as follows;

(a) First, to the Class B Member to satisfy all accrued and undistributed Class B Priority Distribution Amounts (as defined below) (such distributions, “Class B Priority Distributions”).

(b) Second, to the Class A Members proportionate to their Class A Percentage Interests, an amount equal to forty percent (40%) of the net income of the Company allocated to the Class A Members with respect to such Fiscal Year.

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(c) Third, to the Class 13 Member until the Adjusted Class B Capital Account Balance (as defined below) is zero (such distributions, “Class B Residual Distributions”).

(d) Fourth, to the Class A Members proportionate to their Class A Percentage Interests.

As used herein, “Class B Priority Distribution Amounts” equals an amount accruing each day from December 31, 2001, equal to 8.25% divided by 365 multiplied by the Adjusted Class B Capital Account Balance as of such date. “Adjusted Class B Capital Account Balance” means $3 Million minus distributions pursuant to Section 9.2(c).

93 Property Distributions. if any property of the Company, other than cash, is distributed by the Company to a Member (in connection with the liquidation of the Company or otherwise), then the fair market value of such property shall be used for purposes of determining the amount of such distribution. The difference, if any, of such fair market value over (or under) the value at which such property is carried on the books of the Company shall be credited or charged to the Capital Accounts of the Members in accordance with the ratio in which the Members share in the gain and loss of the Company pursuant to Section 7.1. The fair market value of the property distributed shall be agreed to by the Members; provided, however, that if the Members cannot so agree, the issue shall be submitted to arbitration as provided in Section 17. If any such property is distributed other than in exchange for a Membership interest, such property shall be distributed in the same manner as if it were Net Cash Flow.

10. COMPANY MANAGEMENT.

10.1 Membership Committee.

(a) Except as expressly provided otherwise herein, management of the Company shall be vested in a committee (“Membership Committee”). The Membership Committee shall consist of Black Beauty and Franks. All powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members through the Membership Committee. The Members, acting through the Membership Committee, shall have authority over all of the Company’s actions. No Member (nor any officer, director or employee of any Member), acting alone, shall be authorized to engage in any activity or take any action on behalf ofthe Company without the express written authorization of the Membership Committee.

(b) Each Member shall be entitled to one vote on decisions or actions of the Membership Committee.

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Members. An action of the Membership Committee shall be by a resolution adopted at a Membership Committee meeting or, without a meeting, by a written consent signed by each of the Members.

(d) Meetings of the Membership Committee shall be held at least quarterly unless the Membership Committee otherwise agrees. Meetings of the Membership Committee shall also be held upon call by any Member. Each Member must be present to constitute a quorum and convene a meeting of the Membership Committee. Each Member may invite to the meetings of the Membership Committee such attorneys and advisors as such Member deems appropriate. Meetings of the Membership Committee may, if both Members consent, be held by telephone conferences in which each Member can hear all other Members, or in such other manner as shall be agreed to by the Members.

(e) The Membership Committee is authorized to adopt rules concerning the conduct of the affairs of the Membership Committee and the Company.

10.2 Service Agreements. To the extent and for the period that it is not practicable or economic to include in the staff of the Company personnel capable ofproviding certain management and staff services required by the Company, the Company, through the Membership Committee, may enter into appropriate service agreements with Black Beauty and/or Franks, or any of their Affiliates for such services. The Membership Committee shall establish policies as to the use of such services.

10.3 Related Party Transactions. The fact that one of the Members is directly or indirectly interested in, or connected with, any person, firm or corporation employed by the Company to render or perform a service, or to or from whom the Company may purchase, sell or lease property, shall not prohibit the Company from employing such person, firm or corporation, or from otherwise dealing with him or it, provided (i) it is on terms no less advantageous to the Company than are available from an unrelated third party and (ii) the Company has received approval of each such transaction in advance from the Membership Committee if the proposed Transaction is material and is other than in the ordinary course of business.

10.4 Acts by Members. Except for rights vested in the Members under this Agreement, neither Member shall take, or commit the Company to take, any action, either in its own name in respect of the Company or in the name of the Company, unless the Membership Committee has approved the same. Neither Member may initiate or conduct any negotiations to sell all of the Membership Interests or to sell all, or substantially all, of the assets of the Company, without, in each case, the prior written consent of the other Member.

11. OFFICERS.

11.1 Required Officers. The Company shall have the officers appointed by the

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Membership Committee in accordance with this Agreement. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the Membership Committee. The same individual may simultaneously hold more than one office in the Company. Section 11.10 delegates to the Secretary, if such office be created and filled, the required responsibility of preparing minutes of the Management Committee’s and Members’ meetings and for authenticating records of the Company. if such office shall not be created and filled, then the Membership Committee shall delegate to one of the officers of the Company such responsibility.

11.2 Duties of Officers. Each officer of the Company shall have the authority and shall perform the duties set forth in this Agreement for such office or, to the extent consistent with this Agreement, the duties prescribed by the Membership Committee or by direction of an officer authorized by the Membership Committee to prescribe the duties of other officers.

11.3 Appointment and Term of Office. The officers of the Company shall be appointed by the Membership Committee from time to time.

11.4 Resignation and Removal of Officers. An officer may resign at any time by delivering notice to the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. if a resignation is made effective at a later date and the Company accepts the future effective date, the Membership Committee may fill the pending vacancy before the effective date if the Membership Committee provides that the successor shall not take office until the effective date. The Membership Committee may remove any officer at any time with or without cause.

U.S Contract Rights of Officers. Appointment of an officer or agent shall not of itself create contract rights. An officer’s removal shall not affect the officer’s contract rights, if any, with the Company. An officer’s resignation shall not affect the Company’s contract rights, if any, with the officer.

11.6 Chief Executive Officer. The Chief Executive Officer, if that office be created and filled, shall be the chief executive officer of the Company and, in general, shall have such authority as a chief executive officer of an Indiana corporation would have, and such other duties as may be prescribed by the Membership Committee from time to time The Chief Executive Officer shall preside at all meetings of the Members.

11.7 President. The President, if that office be created and filled, shall be the chief executive officer of the Company, unless a chief executive officer has been appointed in accordance with Section 11.6. The President may sign any deeds, mortgages, bonds, contracts or other instruments which the Membership Committee has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Membership Committee or by this Agreement to some other officer or agent of the Company, or shall be required by law to be

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otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President of an Indiana corporation and such other duties as may be prescribed by the Membership Committee or the Chief Executive Officer from time TO rime. Unless otherwise ordered by the Membership Committee, the President shall have full power and authority on behalf of the Company to attend, act and vote in person or by proxy at any meetings of shareholders of any corporation in which the Company may hold stock, and at any such meeting shall hold and may exercise all rights incident to the ownership of such stock which the Company, as owner, would have had and could have exercised if present. The Membership Committee may confer like powers on any other person or persons.

11.8 Vice President. In the absence of the President, or in the event of the President’s death, inability or refusal to act, the Vice-President (or, in the event there be more than one Vice-President, the Vice-Presidents in order designated at the time of their appointment, or in the absence of any designation, then in the order of their appointment), if that office be created and tilled, shall perform the duties of the President and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. A Vice-President shall perform such duties as from time to time may be assigned to such person by the Chief Executive Officer, the President or by the Membership Committee.

11.9 Treasurer. The Treasurer, if that office be created and filled, shall have charge and custody of, and be responsible for, all funds and securities of the Company, receive and give receipts for monies due and payable to the Company from any source whatsoever, and deposit all such monies in the name of the Company in such banks, trust companies and other depositories as shall be selected in accordance with the provisions of Section El, and in general, perform all the duties incident to the office of Treasurer of an Indiana corporation and such other duties as from time to time may be assigned to such person by the Chief Executive Officer, the President or the Membership Committee. If required by the Membership Committee, the Treasurer shall give a bond for the faithful discharge of such officer’s duties in such sum and with such surety or sureties as the Membership Committee shall determine.

11.10 Secretary. The Secretary, if that office be created and filled, shall keep the minutes of the Members’ meetings and of the Membership Committee’s meetings in one or more books provided for that purpose, see that all notices are duly given, be custodian of the Company records, be responsible for authenticating records of the Company, keep a register of the mailing address of each Member, which shall be furnished to the Secretary by each Member, have general charge of the transfer books of the Company, and, in general, perform all duties incident to the office of Secretary of an Indiana corporation and such other duties as from time to time may be assigned to such person by the Chief Executive Officer, the President or the Membership Committee.

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11.11 Assistant Treasurers and Assistant Secretaries.

(a) Assistant Treasurer. The Assistant Treasurer, if that office be created and tilled, shall, if required by the Membership Committee, give bond for the faithful discharge of such officer’s duty in such sum and with such surety as the Membership Committee shall determine.

(b) Additional Duties. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such additional duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the Chief Executive Officer, the President or the Membership Committee.

11.12 Compensation. The compensation of the officers of the Company shall be fixed from time to time by the Membership Committee.

12. STANDARD OF CARE OF OFFICERS; INDEMNIFICATION.

12.I Standard of Care. The officers of the Company shall not be liable, responsible or accountable in damages to any Member or the Company for any act or omission on behalf of the Company performed or omitted by them in good faith and in a manner reasonably believed by them to be in the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful.

12.2 Indemnification.

(a) To the fullest extent permitted by the Act, the Company shall indemnify each officer of the Company against reasonable expenses (including reasonable attorneys’ fees), judgments, taxes, penalties, fines (including any excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement (collectively “Liability”), incurred by such person in connection with defending any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative, and whether formal or informal) to which such person is, or is threatened to be made, a party because such person is or was 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 domestic or foreign corporation, partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to employee benefit plans, provided that (i) 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 an employee benefit plan, the interests of the participants and beneficiaries, (ii) m the case of a criminal proceeding, the officer had no reasonable cause to believe the conduct unlawful, (Ili) in connection with a proceeding brought by or in the right of the Company, the officer was not adjudged liable to the Company, and (iv) the officer was not adjudged liable in a proceeding charging improper personal benefit An officer shall be considered TO be serving an employee benefit plan at the Company’s request if such person’s duties to the Company also impose duties on or otherwise involve services by such person to the plan or to participants in or beneficiaries of the plan.

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(b) To the fullest extent authorized or permitted by the Act, the Company shall pay or reimburse reasonable expenses (including reasonable attorneys’ fees) incurred by an officer who is a party to a proceeding in advance of final disposition of such proceeding if:

(1) The officer furnishes the Company a written affirmation of their good faith belief that they have met the standard of conduct described in Section 12.1;

(2) The officer furnishes the Company a written undertaking, executed personally or on the officer’s behalf, to repay the advance if it is ultimately determined that the officer did not meet the standard of conduct. Such undertaking shall be an unlimited general obligation of the officer, but shall not be required to be secured and may he accepted without reference to financial ability to make repayment.

(3) A determination is made that the facts then known to those making the determination would not preclude indemnification under the provisions of this Section 12.2.

(c) The indemnification against Liability and advancement of expenses provided by, or granted pursuant to, this Section 12.2 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement may be entitled under any agreement, action of Members or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office of the Company, shall continue as to a person who has ceased to be an officer of the Company, and shall inure to the benefit of the heirs, executors and administrators of such a person.

(d) Any repeal or modification of this Section 12.2 by the Members shall not adversely affect any right or protection of an officer of the Company under this Section 12.2 with respect to any act or omission occurring prior to the time of such repeal or modification.

13. DISSOLUTION AND TERMINATION OF CLASS B MEMBERSHIP.

13.1 Dissolution. The Company shall dissolve upon, but not before, the first to occur of the following:

(a) The unanimous consent of the Members to dissolve the Company; or

(b) The dissolution ofthe Company under the Act by virtue of an event which cannot be waived by the parties.

The Company may only be dissolved in accordance with the foregoing and the Members waive dissolution of the Company on account of any event described in the Act which may be superseded

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by the terms of this Agreement. Dissolution of the Company shall be effective upon the date on which the event giving rise to the dissolution occurs, but the Company shall not terminate until the assets of the Company have been distributed as provided in Section 13.3. Prior to the liquidation and termination of the Company, the business of the Company, and the obligations of the Members relative to the Company, shall continue to be governed by this Agreement.

13.2 Liquidation and Winding Up Upon Dissolution. If the Company is dissolved, the Company shall be wound up and liquidated in accordance with the requirements of law and the following provisions:

(a) The right to wind up the Company’s affairs and to supervise its liquidation shall be exercised jointly by all Members (-Liquidators”).

(b) Upon dissolution, the Liquidators shall insure that an account is taken as soon as practicable of all property, assets and liabilities of the Company.

(d) The assets and property of the Company or the proceeds of any sale thereof together with payments received pursuant to Section 13.2(c), shall be applied by the Liquidators in accordance with Section 133.

13.3 Distributions Upon Liquidation. Upon the dissolution of the Company, the assets ate Company to be sold shall be liquidated in an orderly fashion and the proceeds thereof, and the property to be distributed in kind, shall be distributed, on or before the later to occur of (1) the close of the Company’s taxable year, or (ii) 90 days following the date of such dissolution, as follows:

(a) First, to the payment and discharge of all of the Company’s debts and liabilities, to the necessary expenses of liquidation, to the establishment of a cash reserve for the completion of the reclamation obligations of the Company and to the establishment of a cash reserve which the Liquidators determine to create for =matured and/or contingent liabilities and obligations of the Company.

(b) Second, to the Members in accordance with their respective Capital Accounts; provided, however, that if the Liquidators establish any reserves in accordance with the provisions of Section 13.3(a), then the distributions pursuant to this Section 133(b) (including distributions of such reserve) shall be pro rata in accordance with the balances of the Members’ Capital Accounts.

13.4 No Negative Capital Account Make-Up Required. No Member shall be required to contribute any property to the Company or any third party by reason of having a negative Capital Account.

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13.5 Termination of Class B Membership. When the Adjusted Class B Capital Account Balance of the Class B Member is reduced to zero by virtue of the payment of $3 Million of Class B Residual Distributions, and all Class B Priority Distribution Amounts have been distributed in full, such class of membership and all rights related thereto shall terminate.

14. ASSIGNMENT.

14.1 Assignment of Member’s Interest. Except m respect of that certain option held by Peabody Holding Company, Inc. to acquire the Membership Interests of Franks in the Company, no Member may sell, assign, pledge, grant a security interest in, encumber or otherwise dispose of all or any part of its Membership Interest in the Company nor withdraw from the Company. Any purported withdrawal, sale, assignment, transfer, pledge, grant, encumbrance or disposition which is not in compliance with this Section 14 shall be null and void cab infiro and of no force and effect.

14.2 [RESERVED]

14.3 [RESERVED]

14.4 Substitute Members. No assignee of a Member’s Membership Interest shall have the right to become a substitute Member unless all of the following conditions are satisfied;

(a) the fully executed and acknowledged written instrument of assignment has been filed with the Company setting forth the intention of the assignor that the assignee become a substitute Member in place of the assignor with respect to the Membership Interest assigned;

(b) the assignor and assignee execute and acknowledge such other instruments as the Members deem necessary or desirable to effect such admission, including, but not limited to, the written acceptance and adoption by the assignee of the provisions of this Agreement; and

(c) all of the Members have consented to the assignment and substitution, which shall be in their sole and absolute discretion.

14.5 Additional Members. Additional Members may be admitted to the Company only at such ‘tunes and on such terms as specified by the existing Members and only upon the unanimous written consent of all existing Members.

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14.6 Thomas W. Franks Secrecy and Noncompetition.

(a) For a period concluding three years after Franks no longer owns an interest in the Company (“Restricted Period”), Thomas W. Franks (“Franks Controlling Member”) shall not, directly or indirectly, engage in, own, manage, operate, join, control, lend money or other assistance to, or participate in or be connected with, as an officer, employee, member, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation, limited liability company or other business organization or entity engaged in: (i) the mining of coal, whether underground or surface, within the Illinois counties of Gallatin, Saline, Hardin or Williamson, or the Kentucky counties of Union or Webster; or (ii) the marketing of coal mined or the acquisition, leasing or ownership (whether by lease or in fee) of any coal reserves, mineral rights or surface rights, within the areas of the Illinois counties of Gallatin, Saline, Hardin or Williamson, or the Kentucky counties of Union or Webster.

(b) The Franks Controlling Member acknowledges that a breach of any ofthe covenants or obligations contained in this Section 14.6 may result in material and irreparable injury to the Company or its affiliates or subsidiaries for which there is no adequate remedy at law, and that injury and damages to the Company, its affiliates or subsidiaries, resulting from a breach will be immeasurable Without limiting the rights or remedies, both legal and equitable, available to the Company in the event of an actual or threatened breach, the Company shall be entitled to seek and obtain a temporary restraining order and/or .a preliminary or permanent injunction against the Franks Controlling Member, which shall prevent the Franks Controlling Member from engaging in any activities prohibited by this Section 14.6, or to seek and obtain such other relief against the Franks Controlling Member as may be required to specifically enforce any of the covenants or obligations contained in this Section 14.6. The Franks Controlling Member hereby agrees and consents that injunctive relief may be sought ex parte in any state or federal court of record in the State of Indiana, in the state and county in which the violation occurs, or in any other court of competent jurisdiction, at the election of the Company.

15. RELATIONSHIP WITH COMPANY.

15.1 Promotion of Company. Each Member shall use reasonable efforts to promote the activities of the Company and to ensure its success.

15.2 Information. Subject to any applicable restriction of law, both Members shall be fully and currently informed of the activities of the Company. To the extent that there are any applicable laws or regulations which would have the effect of limiting the right of a Member to be so informed, the other Member shall use all reasonable efforts to obtain waivers thereof in favor of the Company and the Member so limited and, failing the obtaining of such waivers, the Members shall make such arrangements as shall be practicable to preserve to the Company the benefits of the contracts or projects to which such secrecy agreements or laws or regulations relate.

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15.3 Confidentiality.

(a) Each Member agrees not to divulge, communicate, use to the detriment of the Company or for the benefit of any other person, or misuse in any way, any confidential information or trade secrets of the Company, including personnel information, secret processes, know-how, customer lists, formulas or other technical data, except as may be required by law; provided, however, that this prohibition shall not apply to (i) any information which, through no improper action of such Member, is publicly available or generally known in the industry, (ii) any information which is disclosed upon the consent of the Membership Committee or (iii) any information which the Member is required to disclose in a judicial proceeding. Each Member acknowledges and agrees that any information or data such Member has acquired on any of these matters or items were received in confidence and as a fiduciary of the Company. Nothing herein shall restrict the ability of a Member to disclose information to an Affiliate or Peabody Holding Company, Inc., so long as they do not use that information to the detriment of the Company.

(b) It is agreed among the parties that the Company would be irreparably damaged by reason of any violation of the provisions of Section 153(a), and that any remedy at law for a breach of such provisions would be inadequate. Therefore, the Company shall be entitled to seek and obtain injunctive or other equitable relief (including, but not limited to, a temporary restraining order, a temporary inj unction or a permanent injunction) against any Member for a breach or threatened breach of such provisions and without the necessity of proving actual monetary loss. it is expressly understood among the panics that this injunctive or other equitable relief shall not be the Company’s exclusive remedy for any breach of the provisions of Section 15.3(a) and the Company shall be entitled to seek any other relief or remedy that the Company may have by contract, statute, law or otherwise for any breach hereof, and it is agreed that the Company shall also be entitled to recover its attorneys’ fees and expenses in any successful action or SUIT against any Member relating to any such breach.

16. GOVERNING LAW. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Indiana without regard to its conflict of laws rules.

17. ARBITRATION. Any claim or dispute between the Members which arises out of or relates TO this Agreement shall be arbitrable; provided, however, that no business decision of the Membership Committee shall be arbitrable. All such arbitrable matters shall arbitrated in accordance with the rules of the American Arbitration Association. The arbitration shall be held in Evansville, Indiana before a panel of three arbitrators, each of whom shall be chosen from a panel selected by the American Arbitration Association. Each of the parties to the dispute shall select one arbitrator from the panel and the two arbitrators so selected shall select the third arbitrator. The decision of the arbitrators shall be final and binding upon the Members and the Company and judgment thereon may be entered in any court of competent jurisdiction. The cost of such arbitration shall be borne equally by the Members. The pendency of any arbitration proceeding shall stay any right of a

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Member to take any action in regard to the other Member which is based upon a claim involved in the matter being arbitrated, but such stay shall not affect the obligations of the panics hereunder to continue with performance of this Agreement except to the extent of the matter being arbitrated.

18. NOTICES.

18.1 Addresses. All notices, consents, elections, requests, reports, demands and other communications hereunder shall be in writing and shall be personally delivered against a written receipt, mailed by registered or certified, first-class mail, postage prepaid, sent by confirmed facsimile transmission (fax) or by a reputable overnight courier service such as Federal Express addressed as follows:


lf to Black Beauty:		Black Beauty Coal Company 414 South Fares Ave_ Evansville, Indiana 47714 Attention: President Fax: 812/428-0712

If to Franks:		Franks Energy; 29 W. Raymond Street P.O. Box 444 Harrisburg, Illinois 62946 Attention; Thomas W. Franks Fax: 618/253-4300

Or to such other address or to such other person as a Member shall have last designated by notice to the other Member.

18.2 Effective Dare. All notices, consents, elections, demands and requests shall be effective upon being properly personally delivered, upon being delivered to a reputable messenger service, upon transmission of a confirmed fax, or upon being deposited in the United States mail in the manner provided in Section 18.1. However, the time period in which a response to any such notice, demand or request must be given shall commence to run tiom the date of personal delivery, the date of delivery by a reputable messenger service, the date on the confirmation of a fax, or the date on the return receipt, as applicable. If a Member refuses to accept delivery of any notice sent in accordance with Section 18.1, such Member shall nevertheless be deemed to have received such notice for purposes of this Section 18.2 on the date such refusal first occurred.

19. MISCELLANEOUS.

19.1 Binding on Successors. Except as otherwise provided in this Agreement, this Agreement shall be binding upon, and inure to the benefit of, the Members and their successors and assigns.

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19.2 Amendments. This Agreement shall not be amended or modified except with the unanimous consent of the Members as evidenced by a written instrument executed by all Members.

19.3 Waiver and Consent. No consent or waiver, express or implied, by a Member to or of any breach or default by the other Member in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other Member of the same or any other obligation of such Member hereunder.

19.4 Waiver and Dissolution Under the Act. Any dissolution of the Company shall occur only as provided herein, and each Member hereby waives and renounces its rights, if any, under the Act to seek a court decree of dissolution, to seek the appointment of a liquidator of the Company and to seek a partition of any Company property.

19.5 Relationship of the Members. The relationship between the Members shall be limited to the performance ofthe transactions contemplated by this Agreement and by the Formation Agreement (including the Closing Documents referred to therein), and in accordance with their terms. Nothing herein shall be construed to authorize a Member to act as general agent for the other Member.

19.6 Further Assurances. The Members shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purpose of this Agreement.

19.7 Severability. If any provision of this Agreement, or the application thereof to any person or circumstance, is invalid or unenforceable to any extent, the remainder of this Agreement, and the application of such provisions to other persons or circumstances, shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

19.8 Agreement in Counterparts. This Agreement may be executed in as many counterparts as may be deemed necessary and convenient. Each counterpart when so executed shall be deemed an original, but all counterparts shall constitute one and the same instrument.

19.9 Entire Agreement. This Agreement, the Formation Agreement and the Closing Documents referred to in the Formation Agreement, contain the entire agreement between the parties hereto relative to the Company. Exhibits are incorporated into this Agreement by reference.

19.10 No Third Party Beneficiary. This Agreement is made solely and specifically between and for the benefit of the parties hereto, and their respective permitted successors and

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assigns, and no other person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

19.11 Captions; Section References. Section titles or captions contained in this Agreement are inserted only as a matter of convenience and reference, and in no way define, limit, extend or describe the scope of this Agreement, or the intent of any provision hereof. All references herein to Sections shall refer to Sections of this Agreement unless the context clearly requires otherwise.

!N WITNESS WHEREOF, the parties have entered into this Agreement as of the date first written above.


BLACK BEAUTY COAL COMPANY

By:		/s/ Donald Herman
Title:		President
		(“Black Beauty”)


FRANKS ENERGY, L.L.C

By:		/s/ Thomas W. Franks
Title:		President
		(“Franks”)

Thomas W. Franks, individually, joins in the execution of this Agreement to evidence his agreement to be bound by the provisions of Section 14.6.

/s/ Thomas W. Franks

Thomas W. Franks

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EX-3.115 90 d358187dex3115.htm EX-3.115 EX-3.115

Exhibit 3.115

CERTIFICATE OF FORMATION

BEAR RUN COAL COMPANY, LLC

The name of the limited liability company is BEAR RUN COAL COMPANY, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 9th day of October, 2008.

/s/ Thomas W. Dietrich

Thornas W. Dietrich

Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

BEAR RUN COAL COMPANY, LLC

The name of the limited liability company is:

Bear Run Coal Company, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Bear Run Mining, LLC.”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 1^st day of March, 2010.


Peabody Midwest Operations, LLC, its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Its: Vice President and Secretary

EX-3.116 91 d358187dex3116.htm EX-3.116 EX-3.116

Exhibit 3.116

AMENDMENT No. 1 to the

LIMITED LIABILITY COMPANY AGREEMENT

PEABODY BEAR RUN MINING, LLC

This AMENDMENT No. 1, dated March 2, 2010 (“Amendment”) to the Limited Liability Company Agreement of Bear Run Coal Company, LLC (“Company”) dated as of October 9, 2008 (“LLC Agreement”), is made by Peabody Midwest Operations, LLC, a Delaware limited liability company (“Member”), as the sole member of the Company.

WITNESSETH:

WHEREAS, on October 9, 2008, the Company was formed under the Delaware Limited Liability Company Act (“Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State;

WHEREAS, on March 1, 2010, the Member changed the name of the Company under the Act pursuant to a Certificate of Amendment to Certificate of Formation filed with the Delaware Secretary of State to “Peabody Bear Run Mining, LLC”; and

WHEREAS, the Member is the sole member of the Company and now desires to amend the LLC Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, in consideration of the foregoing the Member agrees as follows:

Name of Company. The name of the Company as of March 1, 2010 is and shall continue to be “Peabody Bear Run Mining, LLC”.

No Other Amendments. Unless specifically changed by this Amendment, all other provisions of the LLC Agreement shall remain unchanged and in full force and effect.

Effectiveness. This Amendment shall be effective as of March 1, 2010.

Governing Law. This Amendment shall be governed by, and construed in accordance with the laws of the State of Delaware without regard to the principles of conflict of laws thereof.

Ratification. Any and all actions hereafter taken by any officer of the Company are hereby ratified and confirmed in all respects as the act and deed of the Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day and year set forth above.


Peabody Midwest Operations, LLC

By:		/s/ Kenneth L. Wagner
Name:		Kenneth L. Wagner
Its:		Vice President and Secretary

LIMITED LIABILITY COMPANY AGREEMENT

BEAR RUN COAL COMPANY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Bear Run Coal Company, LLC (the “LLC”), dated as of October 9, 2008, is made by Midwest Coal Resources, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Bear Run Coal Company, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

by the Member. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the LLC shall be filled by the Member.

c. Vice Presidents. In the absence of the President or in the event of the President’s inability to act, the Vice Presidents, if any (and in the event there be more than one Vice President, the Vice Presidents in the order designated by the Member, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perfoun such other duties and have such other powers as the Member may from time to time prescribe.

7. INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

7.3. Other Rights

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Midwest Coal Resources, LLC

By:		/s/ John F. Quinn, Jr.
Name:		John F. Quinn, Jr.
Its:		Vice President

Being the Sole Member of Bear Run Coal Company, LLC

EX-3.117 92 d358187dex3117.htm EX-3.117 EX-3.117

Exhibit 3.117

CERTIFICATE OF FORMATION

SULLIVAN EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is Sullivan Employment Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.



By:		/s/ Edward L. Sullivan
		Edward L. Sullivan Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

SULLIVAN EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is

Sullivan Employment Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Bear Run Employment Resources, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 19^th day of November, 2008.


Midwest Coal Resources, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner Its: Assistant Secretary

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

PEABODY BEAR RUN EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

Peabody Bear Run Employment Resources, LLC

Article l of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Bear Run Services, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 10^th day of December, 2008.


Peabody Midwest Services, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner Its: Assistant Secretary

EX-3.118 93 d358187dex3118.htm EX-3.118 EX-3.118

Exhibit 3.118

LIMITED LIABILITY COMPANY AGREEMENT of

PEABODY BEAR RUN SERVICES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Bear Run Services, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Midwest Services, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on November 19, 2008 which changed the LLC’s name from “Sullivan Employment Resources, LLC” to “Peabody Bear Run Employment Resources, LLC”; and

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 10, 2008 which changed the LLC’s name from “Peabody Bear Run Employment Resources, LLC” to “Peabody Bear Run Services, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Bear Run Services, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other

action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

L3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’ s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member. The failure of the LLC to observe any formalities or requirements relating to the exercise of its power or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, or any director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member for liabilities of the LLC.

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

or in the manner prescribed by the Member. The officers of the LLC shall hold office until their successors are chosen and qualified, or until their earlier death, resignation or removal. Any officer elected or appointed by the Member may be removed at any time, with or without cause, by the Member. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the LLC shall be filled by the Member.

7. INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

7.3. Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or as approved by the Member, as a

matter of law or equity, or otherwise, both as to an action in such Indemnitee’s capacity as the Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The provisions of this Section 7 shall be deemed to be a contract between the LLC and the Member and between the LLC and each director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or of the Member who serves in such capacity at any time while this Section 7 and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any Claim then or theretofore existing, or any Claim thereafter brought or threatened based in whole or in part on any such state of facts.

7.4. Notice

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.I. Effect of Dissolution

8.2. Liquidation Upon Dissolution

Upon the dissolution of the LLC, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested in the Member, which shall have full power and authority to sell, assign and encumber any and all of the LLC’s assets and to wind up and liquidate the affairs of the I,LC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority:

(i) first, to the creditors of the LLC, which may include the Member as a creditor, in the order of priority provided by law, in satisfaction of all liabilities and obligations of the LLC (or any nature whatsoever, including, without limitation, fixed or contingent, matured or um^-natured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provisions for payment thereof; and

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Midwest Services, LLC

By:		/s/ Kenneth L. Wagner
Name: Kenneth L. Wagner
Its: Vice President and Secretary

Being the Sole Member of Peabody Bear Run Services, LLC

EX-3.119 94 d358187dex3119.htm EX-3.119 EX-3.119

Exhibit 3.119

CERTIFICATE OF INCORPORATION

CABALLO COAL COMPANY

1. The name of the corporation is

CABALLO COAL COMPANY

3. The nature of the business or purposes to be conducted or promoted is:

To carry on and conduct the general business of mining; to conduct general mining operations for recovery of minerals, coal, products and substances; to mine, extract, remove and recover the same; to buy, sell, exchange, lease, acquire and generally deal in and with mines, mineral rights, mineral properties and mining claims and licenses; to construct, own and operate all necessary facilities; to do all things necessary or convenient therewith;

To acquire, own, lease, mortgage, occupy, sell, let out or develop real estate, and any interest therein, particularly but not exclusively, mineral properties, and develop, use and turn the same to account;

To buy, sell, exchange, manufacture, produce, process, convert, import, export and generally trade in and deal in and with goods, wares, merchandise, natural products, commodities, articles of commerce and personal property, of every kind and nature; and

To engage in any lawful act or activity in connection with the foregoing, and for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) and the par value of each of such shares is One Hundred Dollars ($100.00) amounting in the aggregate to One Hundred Thousand Dollars ($100,000.00).

5. The name and mailing address of each incorporator is as follows:


NAME				MAILING ADDRESS
M. A. Brzoska				Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

K. A. Widdoes				Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

D. M. Dedokowski				Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

9. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

10. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 12th day of September, 1994.

/s/ M. A. Brzoska

M. A. Brzoska , Incorporator

/s/ K. A. Widdoes

K. A. Widdoes , Incorporator

/s/ D. M. Dembkowski

D. M. Dembkowski , Incorporator

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A LIMITED LIABILITY COMPANY

PURSUANT TO SECTION 266 OF THE

DELAWARE GENERAL CORPORATION LAW

The name of the Corporation is Caballo Coal Company.

The date on which the original Certificate of Incorporation was filed with the Secretary of State is September 12, 1994.

The name of the limited liability company to which the Corporation is herein being converted is Cabalto Coal, LLC.

This Certificate of Conversion shall be effective immediately upon filing with the Secretary of State of Delaware.

The conversion has been approved in accordance with the provisions of Section 266 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion this 10th day of December, 2009.



By:		Kenneth L. Wagner
Name:		Kenneth L. Wagner
Its: Vice President and Secretary

CERTIFICATE OF FORMATION

CABALLO COAL, LLC

The name of the limited liability company is CABALLO COAL, LLC.

The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, The name of its registered agent at such address is The Corporation Trust Company. The zip code of the registered agent is 19801.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 10th day of December, 2009.



By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

CABALLO COAL, LLC

1. The name of the limited liability company is:

Caballo Coal, LLC

2. Article 1 of the Certificate of Founation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Caballo Mining, LLC.”

3. This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 16th day of September, 2010.


Powder River Coal, LLC, its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
Its:		Vice President and Secretary

EX-3.120 95 d358187dex3120.htm EX-3.120 EX-3.120

Exhibit 3.120

AMENDMENT No. 1

to the

LIMITED LIABILITY COMPANY AGREEMENT

PEABODY CABALLO MINING, LLC

This AMENDMENT No. 1, dated February 21, 2011 (“Amendment”) to the Limited Liability Company Agreement of Caballo Coal, LLC (“Company”) dated as of December 10, 2009 (“LLC Agreement”), is made by Peabody Powder River Mining, LLC, a Delaware limited liability company (“Member”), as the sole member of the Company.

WITNESSETH:

WHEREAS, on December 9, 2009, the Company was formed under the Delaware Limited Liability Company Act (“Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State;

WHEREAS, on September 16, 2010, the Member changed the name of the Company under the Act pursuant to a Certificate of Amendment filed with the Delaware Secretary of State to “Peabody Caballo Mining, LLC”;

WHEREAS, the Member is the sole member of the Company and now desires to amend the LLC Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, in consideration of the foregoing the Member agrees as follows:

Name of Company. The name of the Company as of September 16, 2010 is and shall continue to be “Peabody Caballo Mining, LLC”.

Registered Agent. The street address of the registered office of the LLC shall be:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

and the LLC’s registered agent at such address shall be Corporation Service Company.

No Other Amendments. Unless specifically changed by this Amendment, all other provisions of the LLC Agreement shall remain unchanged and in full force and effect.

Effectiveness. This Amendment shall be effective as of February 21, 2011.

Governing Law. This Amendment shall be governed by, and construed in accordance with the laws of the State of Delaware without regard to the principles of conflict of laws thereof

Ratification. Any and all actions hereafter taken by any officer of the Company are hereby ratified and confirmed in all respects as the act and deed of the Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day and year set forth above.


Peabody Powder River Mining, LLC

By:		/s/ Kenneth L. Wagner
Name: Kenneth L. Wagner
Title: Vice President and Secretary

LIMITED LIABILITY COMPANY AGREEMENT

CABALLO COAL, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Caballo Coal, LLC (“LLC”), dated as of December 10, 2009, is made by Powder River Coal, LLC, a Delaware limited liability company (“Member”), as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT (amended 2/21/11)

1.1. Formation of LLC; Certificate of Conversion

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Caballo Coal, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be: (amended 2/21/11)

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7.	INDEMNIFICATION

7.1. Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The provisions of this Section 7 shall be deemed to be a contract between the LLC and the Member and between the LLC and each director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or of the Member who serves in such capacity at any time while this Section 7 and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any Claim then or theretofore existing, or any Claim thereafter brought or threatened based in whole or in part on any such state of facts.

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9.	ASSIGNMENT OF MEMBERSHIP INTEREST

10. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

11.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Powder River Coal, LLC

By:		/s/ Kenneth L. Wagner
Name: Kenneth L. Wagner
Its: Vice President and Secretary

Being the Sole Member of Caballo Coal, LLC

EX-3.121 96 d358187dex3121.htm EX-3.121 EX-3.121

Exhibit 3.121

CERTIFICATE OF FORMATION

PEABODY CARDINAL GASIFICATION, LLC

The name of the limited liability company is Peabody Cardinal Gasification, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 15th day of June 2006.



By:		/s/ Jeffery L. Klinger
		Jeffery L. Klinger, Authorized Person

EX-3.122 97 d358187dex3122.htm EX-3.122 EX-3.122

Exhibit 3.122

LIMITED LIABILITY COMPANY AGREEMENT OF

PEABODY CARDINAL GASIFICATION, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Cardinal Gasification, LLC (the “LLC”), dated as of June 13, 2006, is made by Peabody Electricity, LLC (the “Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Cardinal Gasification, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

7. INDEMNIFICATION

7.1 Indemnification

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the lndemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such lndemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an lndemnitee may be entitled under any agreement or as approved by the Member, as a matter of law or equity, or otherwise, both as to an action in such lndemnitee’s capacity as the Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an lndemnitee who has ceased to serve in such capacity with respect to those periods during which such lndemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the lndemnitee.

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an lndemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such lndemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellatio

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Electricity, LLC

By:		/s/ Rick A. Bowen
		Rick A. Bowen Its: Senior Vice President

EX-3.123 98 d358187dex3123.htm EX-3.123 EX-3.123

Exhibit 3.123

CERTIFICATE OF FORMATION OF

COALSALES, LLC

1. The name of the limited liability company is COALSALES, LLC,

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of COALSALES, LLC this 5^th day of October, 2004.

/s/ Jeffery L. Klinger

Jeffery L. Klinger

Vice President—Legal Services

BTU Worldwide, Inc.

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

COALSALES, LLC

The name of the limited liability company is:

COALSALES, LLC

Article I of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody COALSALES, LLC.”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 1^st day of March, 2010.


Peabody Investments Corp., its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Its: Vice President and Secretry

EX-3.124 99 d358187dex3124.htm EX-3.124 EX-3.124

Exhibit 3.124

AMENDMENT No. 1to the

LIMITED LIABILITY COMPANY AGREEMENT

PEABODY COALSALES, LLC

This AMENDMENT No. 1, dated March 2, 2010 (“Amendment”) to the Limited Liability Company Agreement of COALSALES, LLC (“Company”) dated as of October 6, 2004 (“LLC Agreement”), is made by Peabody Investments Corp., a Delaware corporation (“Member”), as the sole member.

WITNESSETH:

WHEREAS, on October 6, 2004, the Company was formed under the Delaware Limited Liability Company Act (the “Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State;

WHEREAS, the Member is the sole member of the Company and now desires to amend the LLC Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, in consideration of the foregoing the Member agrees as follows:

Name of Company. The name of the Company as of March 1, 2010 is and shall continue to be “Peabody COALSALES, LLC”.

No Other Amendments. Unless specifically changed by this Amendment, all other provisions of the LLC Agreement shall remain unchanged and in full force and effect.

Effectiveness. This Amendment shall be effective as of March 1, 2010.

Governing Law. This Amendment shall be governed by, and construed in accordance with the laws of the State of Delaware without regard to the principles of conflict of laws thereof.

Ratification. Any and all actions hereafter taken by any officer of the Company are hereby ratified and confirmed in all respects as the act and deed of the Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year set forth above.


Peabody Investments Corp.

By:		/s/ Kenneth L. Wagner


Name:		Kenneth L. Wagner


Its:		Vice President, Assistant General Counsel and Assistant Scretary

LIMITED LIABILITY COMPANY AGREEMENT

COALSALES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of COALSALES, LLC, (the “LLC”), is dated as of October 6, 2004 and made by BTU Worldwide, Inc., a Delaware Corporation (the “Member”).

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. LLC FORMATION, NAME, PLACE OF BUSINESS

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “COALSALES, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Member promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

4. LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2 No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.4 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT

6.1 Member Management

7. INDEMNIFICATION OF REPRESENTATIVES, COMMITTEE MEMBERS AND EMPLOYEES

7.1 Indemnification

7.2 Expenses

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7 except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

The winding up of the LLC shall be completed when all of its debts, liabilities, and obligations have been paid and discharged or

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


BTU WORLDWIDE, INC.

By:		/s/ Jeffery L. Klinger
Name:		Jeffery L. Klinger
Title:		Vice President

EX-3.125 100 d358187dex3125.htm EX-3.125 EX-3.125

Exhibit 3.125

CERTIFICATE OF FORMATION

PEABODY COALTRADE INTERNATIONAL, LLC

1. The name of the limited liability company is PEABODY COALTRADE INTERNATIONAL, LLC.

3. This Certificate of formation shall be effective on June 30, 2004.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of PEABODY COALTRADE INTERNATIONAL, LLC this 29th day of June, 2004.

/s/ THOMAS W. DIETRICH

THOMAS W. DIETRICH

AUTHORIZED PERSON

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

PEABODY COALTRADE INTERNATIONAL, LLC

1.	The name of the limited liability company Is:

Peabody COALTRADE International, LLC

2.	Article 1 of the Certificate of Formation of the limited liability company is hereby amended to *read* in its entirety as follows:

“The name of the limited liability company is COALTRADE International, LLC.”

3.	This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 15^th day of December, 2004.


		PEABODY COALTRADE INTERNATIONAL LLC

By:		/s/ Walter L. Hawkins, Jr.
Its:		Walter L. Hawkins, Jr., Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

COALTRADE INTERNATIONAL, LLC

The name of the limited liability company is:

COALTRADE International, LLC

Article I of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody COALTRADE International (CTI), LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 13^th day of May, 2009.


Peabody Investments Corp. its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
Its:		Vice President & Assistant Secretary

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability

Company Act of the State of Delaware, hereby certifies as follows:

1.	The name of the limited liability company is PEABODY COALTRADE INTERNATIONAL (CTI), LLC


By:		/s/ Kenneth L. Wagner
		Authorized Person

Name:		Kenneth L. Wagner
		Print or Type

EX-3.126 101 d358187dex3126.htm EX-3.126 EX-3.126

Exhibit 3.126

AMENDED

LIMITED LIABILITY COMPANY AGREEMENT

PEABODY COALTRADE INTERNATIONAL (CTI), LLC

THIS AMENDED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody COALTRADE International (CTI), LLC (the “LLC”), dated as of May 13, 2009, is made by Peabody Investments Corp, a Delaware corporation (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 16, 2004, which changed the LLC’s name from “Peabody COALTRADE International, LLC” to “ COALTRADE International, LLC”; and

WHEREAS, the Member is the sole member of the LLC. NOW, THEREFORE, the Member hereby declares as follows:

RESOLVED, the name of the LLC as of the date of this Agreement is and shall continue to be Peabody COALTRADE International (CTI), LLC;

RESOLVED, that any and all actions heretofore or hereafter taken by any officer of the Company are hereby ratified and confirmed in all respects as the act and deed of the LLC; and

RESOLVED, the remaining provisions of the Limited Liability Agreement of Peabody COALTRADE International (CTI), LLC shall remain unmodified with the same full force and effect.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Investments Corp.

By:		/s/ Kenneth L. Wagner


Name:		Kenneth L. Wagner
Its:		Vice President, Assistant General Counsel and Assistant Secretary

Being the Sole Member of Peabody COALTRADE International (CTI), LLC

LIMITED LIABILITY COMPANY AGREEMENT

Peabody COALTRADE International, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody COALTRADE International, LLC, (the “LLC”) is dated as of June 30, 2004 and made by BTU Worldwide, Inc., a Delaware corporation (the “Member”).

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC. NOW, THEREFORE, the Member hereby declares as follows:

1. LLC FORMATION, NAME, PLACE OF BUSINESS

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “Peabody COALTRADE International, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Manager designated pursuant to the terms of this Agreement promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as such Manager determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

The LLC’s principal place of business shall be 701 Market Street, Suite 836, St. Louis, MO 63101. The Manager may establish and maintain such other offices and additional places of business of the LLC, either within or without the State of Delaware, or close any office or place of business of the LLC, as he or she deems appropriate.

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Manager may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be (i) to undertake any lawful transactions and engage in any lawful activity incidental to or in furtherance of the coal and or energy business; and (ii) to engage in any other lawful business, purpose or activity permitted by the Delaware LLC Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

4. LIABILITY OF MEMBER

Except as otherwise provided in the Delaware LLC Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC, and neither the Member nor the Manager, nor any director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member shall be obligated personally for any such debt, obligation or liability of the LLC solely by reason of being a member or a director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member. The failure of the LLC to observe any formalities or requirements relating to the exercise of its power or management of its business or affairs under the Delaware LLC Act or this Agreement shall not be grounds for imposing personal liability on the Member, the Manager, or any director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member for liabilities of the LLC.

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2 No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.4 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT

6.1 Member Management

7. INDEMNIFICATION OF MEMBER, MANAGER REPRESENTATIVES, COMMITTEE MEMBERS AND EMPLOYEES

7.1 Indemnification

7.2 Expenses

7.3 Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or as approved by the Member, as a matter of law or equity, or otherwise, both as to an action in such Indemnitee’s capacity as the Member or Manager or as a director, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns, and administrators of the Indemnitee.

7.4 Notice

7.5 Counsel

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7 Insurance

The LLC may purchase and maintain insurance of a kind normal and customary in the industry in which the LLC conducts business on behalf of any Indemnitee against any liability asserted against an Indemnitee and incurred by an Indemnitee in such capacity, or arising out of such Indemnitee’s status as aforesaid, whether or not the LLC would have the power to indemnify such Indemnitee against such liability under this Section 7.

8.	DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


BTU WORLDWIDE, INC.

By:		/s/ Walter L. Hawkins, Jr.


Name:		Walter L. Hawkins, Jr.
Title:		Vice President & Treasurer

EX-3.127 102 d358187dex3127.htm EX-3.127 EX-3.127

Exhibit 3.127

CERTIFICATE OF FORMATION

COALTRADE, LLC

1.	The name of the limited liability company is COALTRADE, LLC

2.	The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.	This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of COALTRADE, LLC this 23rd day of December, 2004.



By:		/s/ Joseph W. Bean
Name:		JOSEPH W. BEAN Organizer

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

COALTRADE, LLC

I.	The name of the limited liability company is:

COALTRADE, LLC

2.	Article I of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody COALTRADE, LLC.”

3.	This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 1^st day of March, 2010.


Peabody Investments Corp., its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner Its: Vice President and Secretary

EX-3.128 103 d358187dex3128.htm EX-3.128 EX-3.128

Exhibit 3.128

AMENDMENT No. 1 to the

LIMITED LIABILITY COMPANY AGREEMENT

PEABODY COALTRADE, LLC

This AMENDMENT No. 1, dated March 2, 2010 (“Amendment”) to the Limited Liability Company Agreement of COALTRADE, LLC (“Company”) dated as of December 27, 2004 (“LLC Agreement”), is made by Peabody Investments Corp., a Delaware corporation (“Member”), as the sole member of the Company.

WITNESSETH:

WHEREAS, on December 27, 2004, the Company was formed under the Delaware Limited Liability Company Act (“Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State;

WHEREAS, the Member is the sole member of the Company and now desires to amend the LLC Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, in consideration of the foregoing the Member agrees as follows:

Name of Company. The name of the Company as of March 1, 2010 is and shall continue to be “Peabody COALTRADE, LLC”.

No Other Amendments. Unless specifically changed by this Amendment, all other provisions of the LLC Agreement shall remain unchanged and in full force and effect.

Effectiveness. This Amendment shall be effective as of March 1, 2010.

Governing Law. This Amendment shall be governed by, and construed in accordance with the laws of the State of Delaware without regard to the principles of conflict of laws thereof

Ratification. Any and all actions hereafter taken by any officer of the Company are hereby ratified and confirmed in all respects as the act and deed of the Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day and year set forth above.


Peabody Investments Corp.

By:		/s/ Kenneth L. Wagner
Name: Kenneth L. Wagner
Its: Vice President, Assistant General Counsel and Assistant Secretary

LIMITED LIABILITY COMPANY AGREEMENT

COALTRADE, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of COALTRADE, LLC, (the “LLC”), is dated as of December 27, 2004 and made by COALSALES II, LLC, a Delaware limited liability company (the “Member”).

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. LLC FORMATION, NAME, PLACE OF BUSINESS

1.1

Formation of LLC; Certificate of Conversion

1.2

Name of LLC

1.3

Place of Business

1.4

Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1

Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Delaware LLC Act.

2.2

Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Delaware LLC Act.

4. LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT

6.1 Member Management

7.	INDEMNIFICATION OF REPRESENTATIVES, COMMITTEE MEMBERS AND EMPLOYEES

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, Manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits, or proceedings (unless asserted by the LLC against the lndemnitee), whether civil, criminal, administrative or investigative, in which the lndemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence, or willful misconduct.

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) or the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7 except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


COALSALES II, LLC

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

EX-3.129 104 d358187dex3129.htm EX-3.129 EX-3.129

Exhibit 3.129

CERTIFICATE OF FORMATION

COALTRADE, LLC

1. The name of the limited liability company is

COALTRADE, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Coaltrade LLC this 2^nd Day of November, 2004

/s/ Jeffery L Klinger

Jeffery L. Klinger

Vice President — Legal

CERTIFICATE OF AMENDMENT

COALTRADE, LLC

1. The name of the limited liability company is COALTRADE, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

CHANGE NAME FROM COALTRADE, LLC TO

COLORADO COAL RESOURCES LLC

3. This Certificate of Amendment shall be effective on November 18, 2004,

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of COALTRADE, LLC this 17^th day of November, 2004.



By:		/s/ Jeffery L. Klinger
		Jeffery L. Klinger Assistant Secretary

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

COLORADO COAL RESOURCES LLC

1.	The name of the limited liability company is:

Colorado Coal Resources LLC

2.	Article I of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Colorado Coal Resources, LLC”

3.	This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 20^th day of November, 2008.


Peabody Investments Corp. its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Its: Assistant Secretary

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

PEABODY COLORADO COAL RESOURCES, LLC

1.	The name of the limited liability company is:

Peabody Colorado Coal Resources, LLC

2.	Article I of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Colorado Operations, LLC”

3.	This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 10th day of December, 2008.


Peabody Operations Holding, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Its:: Assistant Secretary

EX-3.130 105 d358187dex3130.htm EX-3.130 EX-3.130

Exhibit 3.130

AMENDED

LIMITED LIABILITY COMPANY AGREEMENT

PEABODY COLORADO OPERATIONS, LLC

THIS AMENDED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Colorado Operations, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Operations Holding, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on November 20, 2008, which changed the LLC’s name from “Colorado Coal Resources, LLC” to “Peabody Colorado Coal Resources, LLC”; and

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 10, 2008, which changed the LLC’s name from “Peabody Colorado Coal Resources, LLC” to “Peabody Colorado Operations, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

RESOLVED, the name of the LLC as of the date of this Agreement is and shall continue to be Peabody Colorado Operations, LLC;

RESOLVED, that any and all actions heretofore or hereafter taken by any officer of the Company are hereby ratified and confirmed in all respects as the act and deed of the LLC; and

RESOLVED, the remaining provisions of the Limited Liability Agreement of Midwest Coal Resources, LLC shall remain unmodified with the same full force and effect.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Operations Holding, LLC

By:		/s/ Kenneth L. Wagner
Name:		Kenneth L. Wagner
Its:		Vice President & Secretary

Being the Sole Member of Peabody Colorado Operations, LLC

LIMITED LIABILITY COMPANY AGREEMENT

COLORADO COAL RESOURCES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of COLORADO COAL RESOURCES, LLC, (the “LLC”) is dated as of November 3, 2004 and made by BTU Worldwide, Inc., a Delaware Limited Liability Company (the “Member”).

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. LLC FORMATION, NAME, PLACE OF BUSINESS

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “Colorado Coal Resources, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Manager designated pursuant to the terms of this Agreement promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as such Manager determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1 Purposes

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

4.	LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.I Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2 No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.4 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT

6.1 Member Management

7.	INDEMNIFICATION OF REPRESENTATIVES, COMMITTEE MEMBERS AND EMPLOYEES

7.1 Indemnification

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) or the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7 except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

8.	DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

The winding up of the LLC shall be completed when all of its debts, liabilities, and obligations have been paid and discharged or

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


BTU WORLDWIDE, INC.

By:		/s/ Jeffery L. Klinger
Name		Jeffery L. Klinger
Title:		Vice President

EX-3.131 106 d358187dex3131.htm EX-3.131 EX-3.131

Exhibit 3.131

CERTIFICATE OF FORMATION

COUGAR EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is Cougar Employment Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008,



By:		/s/ Edward L. Sullivan
		Edward L. Sullivan Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

COUGAR EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

Cougar Employment Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Colorado Services, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 10^th day of December, 2008.


Peabody Services Holding, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner Its: Assistant Secretary

EX-3.132 107 d358187dex3132.htm EX-3.132 EX-3.132

Exhibit 3.132

LIMITED LIABILITY COMPANY AGREEMENT of

PEABODY COLORADO SERVICES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Colorado Services, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Services Holdings, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 10, 2008 which changed the LLC’s name from “Cougar Employment Resources, LLC” to “Peabody Colorado Services, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Colorado Services, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent The street address of the initial registered

office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.L Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7.	INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

7.4. Notice

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Services Holdings, LLC

By:		/s/ Kenneth L. Wagner
Name: Kenneth L. Wagner
Its: Vice President and Secretary

Being the Sole Member of Peabody Colorado Services, LLC

EX-3.133 108 d358187dex3133.htm EX-3.133 EX-3.133

Exhibit 3.133

CERTIFICATE OF FORMATION

WILLIAMSVILLE COAL COMPANY, LLC

1. The name of the limited liability company is:

WILLIAMSVILLE COAL COMPANY, LLC

2, The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

“This Certificate of formation shall be effective on September 8, 2003.”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Williamsville Coal Company, LLC this 5th day of September, 2003.

/s/ JOSEPH W. BEAN

JOSEPHW. BEAN

Organizer

CERTIFICATE OF AMENDMENT

WILLIAMSVILLE COAL COMPANY, LLC

1. The name of the limited liability company is Williamsville Coal Company, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

Section 1.2. Name of LLC (Name Change)

The name of the LLC of this Agreement shall be Coulterville Coal Company, LLC,

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Name Change for Williamsville Coal Company, LLC this 1^st day of March, 2005.

/s/ Joseph W. Bean

Joseph W. Bean

Secretary

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

COULTERVILLE COAL COMPANY, LLC

The name of the limited liability company is:

Coulterville Coal Company, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Coulterville Mining, LLC.”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 1^St day of March, 2010.


Midwest Coal Acquisition Corporation, its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Its: Vice President and Secretary

EX-3.134 109 d358187dex3134.htm EX-3.134 EX-3.134

Exhibit 3.134

AMENDMENT No. 1 to the

LIMITED LIABILITY COMPANY AGREEMENT

PEABODY COULTERVILLE MINING, LLC

This AMENDMENT No. 1, dated March 2, 2010 (“Amendment”) to the Limited Liability Company Agreement of Williamsville Coal Company, LLC (“Company”) dated as of September 5, 2003 (“LLC Agreement”), is made by Midwest Coal Acquisition Corp, a Delaware corporation (“Member”), as the sole member of the Company.

WITNESSETH:

WHEREAS, on September 8, 2003, the Company was formed under the Delaware Limited Liability Company Act (“Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State;

WHEREAS, on March 2, 2005, the Member changed the name of the Company under the Act pursuant to a Certificate of Amendment filed with the Delaware Secretary of State to “Coulterville Coal Company, LLC”;

WHEREAS, on March 1, 2010, the Member changed the name of the Company under the Act pursuant to a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State to “Peabody Coulterville Mining, LLC”; and

WHEREAS, the Member is the sole member of the Company and now desires to amend the LLC Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, in consideration of the foregoing the Member agrees as follows:

Name of Company. The name of the Company as of March 1, 2010 is and shall continue to be “Peabody Coulterville Mining, LLC”.

No Other Amendments. Unless specifically changed by this Amendment, all other provisions of the LLC Agreement shall remain unchanged and in full force and effect

Effectiveness. This Amendment shall be effective as of March 1, 2010.

Governing Law. This Amendment shall be governed by, and construed in accordance with the laws of the State of Delaware without regard to the principles of conflict of laws thereof.

Ratification. Any and all actions hereafter taken by any officer of the Company are hereby ratified and confirmed in all respects as the act and deed of the Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day and year set forth above.


Midwest Coal Acquisition Corp.,

By:		/s/ Kenneth L. Wagner
Name: Kenneth L. Wagner
Title: Vice President and Secretary

LIMITED LIABILITY COMPANY AGREEMENT

WILLIAMSVILLE COAL COMPANY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of WILLIAMSVILLE COAL COMPANY, LLC, (the “LLC”) is dated as of September 5, 2003 and made by Midwest Coal Acquisition Corp., a Delaware corporation (the “Member”).

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (the “Delaware LLC Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State on September 5, 2003; and

WHEREAS, the Member is the Member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	LLC FORMATION, NAME, PLACE OF BUSINESS

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “Williamsville Coal Company, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Manager designated pursuant to the terms of this Agreement promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as such Manager determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

The LLC’s principal place of business shall be Charleston, WV. The Manager may establish and maintain such other offices and additional places of business of the LLC, either within or without the State of Delaware, or close any office or place of business of the LLC, as he or she deems appropriate.

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Manager may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be (i) to invest in, develop and/or operate various power generating facilities, coal mines and other energy-related concerns, (ii) to undertake any lawful transactions and engage in any lawful activity incidental to or in furtherance of the foregoing purpose or otherwise related to the energy business; and (iii) as agreed by the Manager, to engage in any other lawful business, purpose or activity permitted by the Delaware LLC Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

4.	LIABILITY OF MEMBER AND MANAGER

Except as otherwise provided in the Delaware LLC Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC, and neither the Member nor the Manager, nor any director, officer, employee, shareholder, controlling person or agent of the LLC or the Member shall be obligated personally for any such debt, obligation or liability of the LLC solely by reason of being a member or a manager, director, officer, employee, shareholder, controlling person or agent of the LLC or the Member. The failure of the LLC to observe any formalities or requirements relating to the exercise of its power or management of its business or affairs under the Delaware LLC Act or this Agreement shall not be grounds for imposing personal liability on the Member, the Manager, or any director, officer, employee, shareholder, controlling person or agent of the LLC or the Member for liabilities of the LLC.

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2 No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Manager.

5.4 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT

6.1 Management by Manager

Management of the LLC is vested in a Manager and not in the Member. The Manager shall be elected by the Member. The Manager may exercise all such powers of the LLC and do all such lawful acts and things as may be done by a manager of a limited liability company under the Act.

6.2 Manager’s Term of Office

The Manager shall remain in office until he or she resigns or is removed from the office by the Member. Roger B. Walcott, Jr. shall be the initial Manager of the LLC. The Manager will devote such time and attention to the LLC as is appropriate to manage the affairs of the LLC to its best advantage.

6.3 Implementation of Actions of Manager

The decisions and actions of the Manager shall be carried out by the Manager or such other individuals granted authority to act on behalf of the Manager, pursuant to decisions made or resolutions adopted from time to time by the Manager.

7.	INDEMNIFICATION OF MEMBER, MANAGER REPRESENTATIVES, COMMITTEE MEMBERS AND EMPLOYEES

7.1 Indemnification

was within the scope of the Indemnitee’s authority; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence, or willful misconduct.

7.2 Expenses

7.3 Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or as approved by the Member, as a matter of law or equity, or otherwise, both as to an action in such Indemnitee’s capacity as the Member or Manager or as a director, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns, and administrators of the Indemnitee.

7.4 Notice

7.5 Counsel

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7 Insurance

8.	DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

MIDWEST COAL ACQUISITION CORP.



By:		/s/ Steven F. Schaab
Name: STEVEN^- F SCHAAB
Title: VP & TREASURER

EX-3.135 110 d358187dex3135.htm EX-3.135 EX-3.135

Exhibit 3.135

CERTIFICATE OF INCORPORATION

PREMIER COAL SALES COMPANY

1. The name of the corporation is PREMIER COAL SALES COMPANY.

2. The address of its registered office in the State of Delaware is No. 100 West Tenth Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conJucted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) and the par value of each of such shares is One Hundred Dollars ($100.00) in the aggregate to One Hundred Thousand Dollars ($100,000.00).

5. The name and mailing address of each incorporator is as follows:


NAME		MAILING ADDRESS
K. L. Husfelt		100 West Tenth Street Wilmington, Delaware 19801

B. A. Schuman		100 West Tenth Street Wilmington, Delaware 19801

E. L. Klasler		100 West Tenth Street Wilmington, Delaware 19801

6. The corporation is to have, icrpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, Alter or repeal the bylaws of the corporation.

8. Elections of directcQ need not be by written ballot unless the bylaws of the corporation shall so provide.

Meetings of the stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of De!aware at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the corporation.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

WE, THE UNDERSIGNED, being each of the inCorporators heielnbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying’ that this is our act and deed and the tacts herein stated are true, and accordingly have hereunto set our hands this 28^th day of July, 1982.


		/s/ K. L. Husfelt
		K. L. Husfelt


		/s/ B. A. Schuman
		B. A. Schuman


		/s/ E. L. Kinsler
		E. L. Kinsler

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

PREMIER COAL SALES COMPANY, a corporation organized and: existing under and by virtue of the General Corporation Law Of the State of Delaware, DOES HEREBY CERTIFY:

RESOLVED, that the Certificate of Incorporation of PREMIER COAL SALES COMPANY be amended by changing the Article 1. thereof so that, as amended, said Article shall be and read as follows:

“1. The name of the corporation is PEABODY DEVELOPMENT COMPANY.”

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said PREMIER COAL SALES COMPANY has caused this certificate to be signed by W. W. Mason its President, and attested by J. J. Gazzoli, its Assistant Secretary, this l0^th day of November, 1962.


By		/s/ W. W. Mansen
		W.W. Mansen, President


ATTEST:

By		/s/ J. J. Gazzoli
		J.J. Gazzoli, Assistant Secretary

- 2 -

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

* * * * *

a corporation organized and

the General Corporation Law of

of said corporation, by

its members,

PEABODY DEVELOPMENT COMPANY, a corporation organized and existing under and by virtue of the State: of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation by the unanimous written consent of its members, filed with the minutes of the board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, That, in order to provide for an increase in the total number of shares which the Company shall have authority to issue, which increase is deemed to be advisable, the Certificate of Incorporation of PEABODY DEVELOPMENT COMPANY shall be amended by changing Article 4 thereof so that, as amended, said Article shall be and read as follows:

“4. The total number of shares of stock which the corporation shall have authority to issue is two million five hundred thousand (2,500,000) and the par value of each of such shares is Ten Dollars ($10.00) in the aggregate to Twenty five Million Dollars ($25,000,000.00).”

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of section 242 and 228 of the General Corporation Law of the State of Delaware.

- 2 -

IN WITNESS WHEREOF, said PEABODY DEVELOPMENT COMPANY has cused this certificate to be signed by W. V. Hartman its President, and attested by J. J. Gazzoli, its Assistant Secretary, this 6^th day of January 1983.


By		/s/ W. V. Hartman
		W.V. Hartman, President


ATTEST:

By		/s/ J. J. Gazzoli
		J.J. Gazzoli, Assistant Secretary

CERTIFICATE OF MERGER

* * *

PEABODY DEVELOPMENT COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of, the State of Delaware (hereinafter “PDC”),

DOES HEREBY CERTIFY:

FIRST: That PDC, BIRCH LAND COMPANY, (hereinafter “Birch”) and COTTONWOOD LAND COMPANY (hereinafter “Cottonwood”) are all corporations organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

SECOND: That a Merger Agreement has been approved, adopted, certified, executed and acknowledged by PDC, Birch, and Cottonwood in accordance with section 251(c) of the General Corporation Law If the State of Delaware.

THIRD: That, pursuant to said Merger Agreement, PDC shall be the surviving corporation.

FOURTH: That the certificate of incorporation of PDC shall be the certificate of incorporaticn of the surviving corporation.

FIFTH: That the executed Merger Agreement is on file at the principal place of business of PDC, 112 North 4th Street, St. Louis, Missouri.

SIXTH: That PDC will, without cost, furnish a copy of the Merger klreement to any shareholder of PDC, Birch, or Cottonwood requesting same.

IN WITNESS WHEREOF, PEABODY DEVELOPMENT COMPANY has caused this certificate to be signed by W.V. Hartman, its President, and attested by J.J. Gazzoli, its Secretary, this 30th day of March, 1983.


PEABODY DEVELOPMENT COMPANY

By:		/s/ W.V. Hartman
		President


ATTEST:

		/s/ J. J. Gazzoli
		Secretary

- 2 -

CERTIFICATE OF INCORPORATION

PEABODY DEVELOPMENT COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of_. Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent cl its members, filed with the minutes of the board, adopted a resolution proposing and declaring advisable an amendment to the Certificate of Incorporation of said corporation as follows:

RESOLVED, That this Board of Directors considers the amendment of the Company’s Certificate of Incorporation by the addition thereto after paragraph “9” of a new paragraph numbered “10” and reading as set forth below to be advisable and in accordance with the desire of the Company’s sole stockholder that the personal liability of the Company’s directors be eliminated or limited except in certain specified instances:

10. A director of this corporation shall under no circumstances have any personal liability to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for those specific breaches and acts or omissions with respect to which the Delaware General Corporation Law expressly provides that this provision shall not eliminate or limit such personal liability of directors.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said PEABODY DEVELOPMENT COMPANY has caused this certificate to be signed by I. F. Engelhardt, its Vice President and attested by J. J. Gazzoli, its Secretary, this 17^th day of November, 1986.


By:		/s/ I. F. Englehardt
		I. F. Englehard, Vice President


ATTEST:

		/s/ J. J. Gazzoli
		Secretary

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

* * * * * * * * * *

PEABODY DEVELOPMENT COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

RESOLVED, That, in order to provide for a decrease in the total number of shares which the Company shall have authority to issue, which decrease is deemed to be advisable, the Certificate of Incorporation of PEABODY DEVELOPMENT COMPANY shall be amended by changing Article 4 thereof so that, as amended, said Article shall be and read as follows:

“4. The total number of shares of stock which the corporation shall have authority to issue is Ten (10) and the par value of each of such shares is Ten Dollars ($10.00) in the aggregate to one Hundred Dollars ($100.00).¹¹

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of section 242 and 228 of the General corporation Law of the State of Delaware-

IN WITNESS WHEREOF, said PEABODY DEVELOPMENT COMPANY has caused this certificate to be signed by J. W. Blackburn its President, and attested by J. C. Seven, its Secretary, this 23rd. day of October, 1992.


By:		/s/ J. W. Blackburn
		President


ATTEST:

		/s/ James C. Sevem
		J. C. Sevem, Secretary

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A LIMITED LIABILITY COMPANY

PURSUANT TO SECTION 266 OF THE DELAWARE GENERAL

CORPORATION LAW

1,	The name of the corporation Is PEABODY DEVELOPMENT COMPANY. The name under which the corporation was originally incorporated is PREMIER COAL SALES COMPANY.

2.	The date on which the original Certificate of Incorporation was filed with the Secretary of State is July 28, 1982.

3.	The name of the limited liability company into which the corporation is herein being converted is PEABODY DEVELOPMENT COMPANY, LLC.

4.	This Certificate of Conversion shall be effective on December 16, 2003.

5.	The conversion has been approved in accordance with the provisions of Section 266,


By:		/s/ Joseph W. Bean
		Authorized Person
Name:		JOSEPH W. BEAN
		Print or Type Name

CERTFICATE OF FORMATION

PEABODY DEVELOPMENT COMPANY, LLC

1. The name of the limited liability company is PEABODY DEVELOPMENT COMPANY. LLC.

3 This Certificate of formation shall be effective on December 16, 2003.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Peabody Development Company, LLC this 15^th day of December, 2003


		/s/ JOSEPH W. BEAN
		JOSEPH W. BEAN
		Organizer

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is PEABODY DEVELOPMENT COMPANY, LLC


By:		/s/ Kenneth L. Wagner
		Authorized Person
Name:		Kenneth L. Wagner
		Print or Type

EX-3.136 111 d358187dex3136.htm EX-3.136 EX-3.136

Exhibit 3.136

LIMITED LIABILITY COMPANY AGREEMENT OF

PEABODY DEVELOPMENT COMPANY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of PEABODY DEVELOPMENT COMPANY, LLC, (the “LLC”) is dated as of December 16, 2003 and made by Peabody Holding Company, Inc., a Delaware Limited Liability Company (the “Member”).

WITNESSETH:

September 8, 2003; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	LLC FORMATION, NAME, PLACE OF BUSINESS

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “Peabody Development Company, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Manager designated pursuant to the terms of this Agreement promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as such Manager determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

The LLC’s principal place of business shall be St. Louis, MO. The Manager may establish and maintain such other offices and additional places of business of the LLC, either within or without the State of Delaware, or close any office or place of business of the LLC, as he or she deems appropriate.

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Manager may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be (i) to purchase mining equipment and provide finance and credit support, (ii) to undertake any lawful transactions and engage in any lawful activity incidental to or in furtherance of the foregoing purpose or otherwise related to the business; and (iii) as agreed by the Member, to engage in any other lawful business, purpose or activity permitted by the Delaware LLC Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

4.	LIABILITY OF MEMBER AND MANAGER

Except as otherwise provided in the Delaware LLC Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC, and neither the Member nor the Manager, nor any director, officer, employee, shareholder, controlling person or agent of the LLC or the Member shall be obligated personally for any such debt, obligation or liability of the LLC solely by reason of being a member or a manager, director, officer, employee, shareholder, controlling person or agent of the LLC or the Member. The failure of the LLC to observe any formalities or requirements relating to the exercise of its power or management of its business or affairs under the Delaware LLC Act or this Agreement shall not be grounds for imposing personal liability on the Member, the Manager, or any director, officer, employee, shareholder, controlling person or agent of the LLC or the Member for liabilities of the LLC.

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2 No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.4 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT

6.1 Member Management

7.	INDEMNIFICATION OF MEMBER, MANAGER REPRESENTATIVES, COMMITTEE MEMBERS AND EMPLOYEES

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, the Manager and each director, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits, or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or Manager or a director, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, if such Indemnitee determined in good faith that such conduct was in the best interest of the LLC and such lndemnitee’s conduct did not constitute fraud, gross negligence, or willful misconduct and was within the scope of the lndemnitee’s authority; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the lndemnitee’s conduct did constitute fraud, gross negligence, or willful misconduct.

7.2 Expenses

7.3 Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or as approved by the Member, as a matter of law or equity, or otherwise, both as to an action in such Indemnitee’s capacity as the Member or Manager or as a director, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns, and administrators of the Indemnitee.

7.4 Notice

7.5 Counsel

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7 Insurance

8.	DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY ENERGY CORPORATION

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

EX-3.137 112 d358187dex3137.htm EX-3.137 EX-3.137

Exhibit 3.137

CERTIFICATE OF FORMATION

PEABODY ELECTRICITY, LLC

The name of the limited liability company is Peabody Electricity, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Peabody Electricity, LLC this 27^th day of June 2005.


By:		/s/ Bryan L. Sutter
		Authorized Person
Name: Bryan L. Sutter

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is PEABODY ELECTRICITY, LLC


By:		/s/ Kenneth L. Wagner
		Authorized Person


Name:		Kenneth L. Wagner
		Print or Type

EX-3.138 113 d358187dex3138.htm EX-3.138 EX-3.138

Exhibit 3.138

LIMITED LIABILITY COMPANY AGREEMENT OF

PEABODY ELECTRICITY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Electricity, LLC, (the “LLC”), is dated as of June 27, 2005 and made by Peabody Investments Corp., a Delaware Corporation (the “Member”).

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	LLC FORMATION, NAME, PLACE OF BUSINESS

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “Peabody Electricity, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Member promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1 Purposes

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

4.	LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2 No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.4 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT

6.1 Member Management

7.	INDEMNIFICATION

7.1 Indemnification

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the lndemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) or the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or as approved by the Member, as a matter of law or equity, or otherwise, both as to an action in such Indemnitee’s capacity as the Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an lndemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns, and administrators of the lndemnitee.

7.4 Notice

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution or within a reasonable time after notice of such Claim from an Indemnitee, the LLC shall fail to defend or otherwise resolve such Claim, such lndemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise, or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY INVESTMENTS CORP.

By:		/s/ Walter L. Hawkins, Jr.
Name:		Walter L. Hawkins Jr.
Title:		VP & Treasurer

EX-3.139 114 d358187dex3139.htm EX-3.139 EX-3.139

Exhibit 3.139

CERTIFICATE OF FORMATION

PEABODY EMPLOYMENT SERVICES, LLC

The name of the limited liability company is Peabody Employment Services, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.

By:

/s/ Edward L. Sullivan

Edward L. Sullivan

Authorized Person

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is PEABODY EMPLOYMENT SERVICES, LLC


By:		/s/ Kenneth L. Wagner
		Authorized Person


Name:		Kenneth L. Wagner
		Type or Print

EX-3.140 115 d358187dex3140.htm EX-3.140 EX-3.140

Exhibit 3.140

LIMITED LIABILITY COMPANY AGREEMENT of

PEABODY EMPLOYMENT SERVICES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Employment Services, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Investments Corp., a Delaware corporation (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Employment Services, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7.	INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Investments Corp.

By: /s/ Kenneth L. Wagner
Name:		Kenneth L. Wagner
Its: Vice President, Assistant General Counsel and Assistant Secretary

Being the Sole Member of Peabody Employment Services, LLC

EX-3.147 116 d358187dex3147.htm EX-3.147 EX-3.147

Exhibit 3.147

CERTIFICATE OF FORMATION

PEABODY GATEWAY NORTH MINING, LLC

The name of the limited liability company is PEABODY GATEWAY NORTH MINING, LLC.

The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, zip code 19808. The name of its registered agent at such address is Corporation Service Company.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 6th day of April, 2010.


By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Authorized Person

EX-3.148 117 d358187dex3148.htm EX-3.148 EX-3.148

Exhibit 3.148

LIMITED LIABILITY COMPANY AGREEMENTof

PEABODY GATEWAY NORTH MINING, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Gateway North Mining, LLC (the “LLC”), dated as of April 6^th, 2010, is made by Peabody Midwest Operations, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to Peabody Gateway North Mining, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, Delaware 19808

and the LLC’s registered agent at such address shall be Corporation Services Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall initially contribute capital to the LLC in the amount of $1000. The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7.	INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

7.4. Notice

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUI ATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9.	ASSIGNMENT OF MEMBERSHIP INTEREST

10.

AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

11.	GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Midwest Operations, LLC

By:		/s/ Kenneth L. Wagner


Name:		Kenneth L. Wagner
Its: Vice President and Secretary

Being the Sole Member of
Peabody Gateway North Mining, LLC

EX-3.149 118 d358187dex3149.htm EX-3.149 EX-3.149

Exhibit 3.149

CERTIFICATE OF FORMATION

PERRY EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is Perry Employment Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.



By:		/s/ Edward L. Sullivan
		Edward L. Sullivan
		Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

PERRY EMPLOYMENT RESOURCES, LLC

1.	The name of the limited liability company is:

Perry Employment Resources, LLC

2.	Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Gateway Employment Resources, LLC”

3.	This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 19^th day of November, 2008.


Midwest Coal Resources, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Its: Assistant Secretary

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

PEABODY GATEWAY EMPLOYMENT RESOURCES, LLC

1.	The name of the limited liability company is:

Peabody Gateway Employment Resources, LLC

2.	Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Gateway Services, LLC”

3.	This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 10^th day of December, 2008.


Peabody Midwest Services, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Its: Assistant Secretary

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is PEABODY GATEWAY SERVICES, LLC


By:		/s/ Kenneth L. Wagner
		Authorized Person


Name:		Kenneth L. Wagner
		Print or Typre

EX-3.150 119 d358187dex3150.htm EX-3.150 EX-3.150

Exhibit 3.150

LIMITED LIABILITY COMPANY AGREEMENT of

PEABODY GATEWAY SERVICES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Gateway Services, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Midwest Services, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on November 19, 2008 which changed the LLC’s name from “Perry Employment Resources, LLC” to “Peabody Gateway Employment Resources, LLC”; and

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 10, 2008 which changed the LLC’s name from “Peabody Gateway Employment Resources, LLC” to “Peabody Gateway Services, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Gateway Services, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

The failure of the LLC to observe any formalities or requirements relating to the exercise of its power or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, or any director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member for liabilities of the LLC.

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

successors are chosen and qualified, or until their earlier death, resignation or removal. Any officer elected or appointed by the Member may be removed at any time, with or without cause, by the Member. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the LLC shall be filled by the Member.

7.	INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

7.3. Other Rights

Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The provisions of this Section 7 shall be deemed to be a contract between the LLC and the Member and between the LLC and each director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or of the Member who serves in such capacity at any time while this Section 7 and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any Claim then or theretofore existing, or any Claim thereafter brought or threatened based in whole or in part on any such state of facts.

7.4. Notice

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

Upon the dissolution of the LLC, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested in the Member, which shall have full power and authority to sell, assign and encumber any and all of the LLC’ s assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority:

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Midwest Services, LLC

By:		/s/ Kenneth L. Wagner
Name: Kenneth L. Wagner
Its: Vice President and Secretary

Being the Sole Member of Peabody Gateway Services, LLC

EX-3.151 120 d358187dex3151.htm EX-3.151 EX-3.151

Exhibit 3.151

CERTIFICATE OF INCORPORATION OF

RIO ESCONDIDO COAL CORP.

1. The name of the corporation is

RIO ESCONDIDO COAL CORP.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name or its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

At all elections of directors of the corporation, each stockholder shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as he may see fit.

5A. The name and mailing address of each incorporator is as follows:


NAME		MAILING ADDRESS
M. A. Brzoska		Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801
K. A. Widdoes		Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801
L. J. Vitalo		Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

5B. The name and mailing address of each person, who is to serve as a director until the first annual meeting of the stoekholdcrs or until a successor is elected and qualified, is as follows:


NAME		MAILING ADDRESS
J. E. Lushefski		701 Market Street, Suite 700 St. Louis, Missouri 63101
J. M. Wootten		P.O. Box 66746 St. Louis, Missouri 63166

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

11. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 17th day of March , 1993.

/s/ M. A. Brzsoka

Incorporator

/s/ K. A. Widdoes

Incorporator

/s/ L. J. Vitalo

Incorporator

STATE OF DELAWARE

CERTIFICATE OF MERGER

RIO ESCONDIDO COAL CORP., a Delaware Corporation

AND

PHC ACQUISITION CORP., a Delaware Corporation

Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

1. The constituent business entities participating in the merger herein certified are:

a. Rio Escondido Coal Corp., which is incorporated under the laws of the State of Delaware; and

b. PHC Acquisition Corp., which is incorporated under the laws of the State of Delaware.

2. The Agreement and Plan of Merger has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent entities.

3. The name of the surviving entity in the merger herein certified is Rio Escondido Coal Corp., a Delaware corporation, which will continue in existence as said surviving corporation under the name “PHC Acquisition Corp.” upon the effective date of said merger pursuant to the provisions of the Delaware General Corporation Law.

4. The Certificate of Incorporation of Rio Escondido Coal Corp., as existing as of the effective date of the merger, shall continue in full force and effect as the Certificate of Incorporation of the surviving corporation except that Paragraph 1 of the Certificate of Incorporation shall be deleted in its entirety and the following shall be substituted in lieu thereof:

“1. The name of the corporation is PHC ACQUISITION CORP.”

5. The merger is to be effective as of the date of filing this Certificate of Merger with the Delaware Secretary of State.

6. The executed Agreement and Plan of Merger between the aforesaid constituent entities is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows:

701 Market Street, Suite 730

St. Louis, Missouri 63101

7. A copy of the aforesaid Agreement and Plan of Merger will be furnished by the aforesaid surviving corporation, on request, and without cost, to any shareholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this Certificate of Merger to be signed by an authorized officer on this 8th day of September, 2005.


RIO ESCONDIDO COAL CORP.

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

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A LIMITED LIABILITY COMPANY

PURSUANT TO SECTION 266 OF THE

DELAWARE GENERAL CORPORATION LAW

The name of the Corporation is PHC Acquisition Corp.

The date on which the original Certificate of Incorporation was filed with the Secretary of State is March 17, 1993.

The name of the limited liability company into which the corporation is herein being converted is Peabody Holding Company, LLC.

The conversion has been approved in accordance with the provisions of Section 266 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Convciaion effective as of the 2nd day of December, 2005.


By:		/s/ Joseph W. Bean
		Joseph W. Bean, Assistant Secretary

CERTIFICATE OF FORMATION

PEABODY HOLDING COMPANY, LLC

The name of the limited liability company is PEABODY HOLDING COMPANY, LLC.

The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Peabody Holding Company, LLC this 2nd day of December, 2005.


By:		/s/ Joseph W. Bean
		Joseph W. Bean, Assistant Secretary

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is PEABODY HOLDING COMPANY, LLC



By:		/s/ Kenneth L. Wagner
		Authorized Person


Name:		Kenneth L. Wagner
		Print or Type

EX-3.152 121 d358187dex3152.htm EX-3.152 EX-3.152

Exhibit 3.152

LIMITED LIABILITY COMPANY AGREEMENTOF

PEABODY HOLDING COMPANY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Holding Company, LLC (“LLC”), dated as of December 5, 2005, is made by Peabody Investments Corp. (“Member”), a Delaware corporation, as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (“Act”) pursuant to a Certificate of Conversion filed with the Delaware Secretary of State on December 5, 2005; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Certificate of Conversion

The Member hereby acknowledges the formation of the LLC as a limited liability company pursuant to the Act by virtue of the filing of a Certificate of Conversion with the Delaware Secretary of State on December 5, 2005.

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Holding Company, LLC. The business of the. LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

7.	INDEMNIFICATION

7.1 Indemnification

7.2 Expenses

7.3 Other Rights

7.4 Notice

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY INVESTMENTS CORP.

By:		/s/ J. F. Quinn
Name: J. F. Quinn
Title: VP

EX-3.153 122 d358187dex3153.htm EX-3.153 EX-3.153

Exhibit 3.153

CERTIFICATE OF FORMATION

BREWER EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is Brewer Employment Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.



By:		/s/ Edward L. Sullivan
		Edward L. Sullivan Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

BREWER EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

Brewer Employment Resources, LLC

Article I of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Illinois Employment Resources, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 19^th day of November, 2008.


Midwest Coal Resources, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Its: Assistant Secretary

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

PEABODY ILLINOIS EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is: Peabody Illinois Employment Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Illinois Services, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 10^th day of December, 2008.


Peabody Midwest Services, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Its: Assistant Secretary

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is PEABODY ILLINOIS SERVICES, LLC



By:		/s/ Kenneth L. Wagner
		Authorized Person
Name:		Kenneth L. Wagner
		Print or Type

EX-3.154 123 d358187dex3154.htm EX-3.154 EX-3.154

Exhibit 3.154

LIMITED LIABILITY COMPANY AGREEMENTof

PEABODY ILLINOIS SERVICES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Illinois Services, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Midwest Services, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on November 19, 2008 which changed the LLC’s name from “Brewer Employment Resources, LLC” to “Peabody Illinois Employment Resources, LLC”; and

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 10, 2008 which changed the LLC’s name from “Peabody Illinois Employment Resources, LLC” to “Peabody Illinois Services, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Illinois Services, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7.	INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indenmitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The provisions of this Section 7 shall be deemed to be a contract between the LLC and the Member and between the LLC and each director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or of the Member who serves in such capacity at any time while this Section 7 and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any Claim then or theretofore existing, or any Claim thereafter brought or threatened based in whole or in part on any such state of facts.

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Midwest Services, LLC

By:		/s/ Kenneth L. Wagner

Name: Kenneth L. Wagner

Its: Vice President and Secretary

Being the Sole Member of

Peabody Illinois Services, LLC

EX-3.155 124 d358187dex3155.htm EX-3.155 EX-3.155

Exhibit 3.155

CERTIFICATE OF FORMATION

SAN EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is San Employment Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.



By:		/s/ Edward L. Sullivan
		Edward L Sullivan Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

SAN EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

San Employment Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Indiana Employment Resources, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 19^th day of November, 2008.


Midwest Coal Resources, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Its: Assistant Secretary

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

PEABODY INDIANA EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is

Peabody Indiana Employment Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Indiana Services, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 10^th day of December, 2008.


Peabody Midwest Services, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner Its: Assistant Secretary

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is PEABODY INDIANA SERVICES, LLC



By:		/s/ Kenneth L. Wagner
		Authorized Person
Name:		Kenneth L. Wagner
		Print or Type

EX-3.156 125 d358187dex3156.htm EX-3.156 EX-3.156

Exhibit 3.156

LIMITED LIABILITY COMPANY AGREEMENT of

PEABODY INDIANA SERVICES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Indiana Services, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Midwest Services, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on November 19, 2008 which changed the LLC’s name from “San Employment Resources, LLC” to “Peabody Indiana Employment Resources, LLC”; and

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 10, 2008 which changed the LLC’s name from “Peabody Indiana Employment Resources, LLC” to “Peabody Indiana Services, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Indiana Services, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

c. Vice Presidents. In the absence of the President or in the event of the President’s inability to act, the Vice Presidents. if any (and in the event there be more than one Vice President, the Vice Presidents in the order designated by the Member, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Member may from time to time prescribe.

7.	INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The provisions of this Section 7 shall be deemed to be a contract between the LLC and the Member and between the LLC and each director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or of the Member who serves in such capacity at any time while this Section 7 and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any Claim then or theretofore existing, or any Claim thereafter brought or threatened based in whole or in part on any such state of facts.

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

Except as specifically provided in Section 7.3, the provisions of this Section 7 are for the benefit of the Indemnitees only, and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Midwest Services, LLC

By: /s/ Kenneth L. Wagner
Name:		Kenneth L. Wagner
Its: Vice President and Secretary
Being the Sole Member of Peabody Indiana Services, LLC

EX-3.157 126 d358187dex3157.htm EX-3.157 EX-3.157

Exhibit 3.157

CERTIFICATE OF INCORPORATION

PEABODY INTERNATIONAL INVESTMENTS, INC.

1.	The name of the corporation is:

Peabody International Investments, Inc.

2.	The address of its registered office in the State of Delaware is:

Corporation Trust Center

1209 Orange Street

In the City of Wilmington

In the County of New Castle

The name of its registered agent at such address is:

The Corporation Trust Company

3.	The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware

4.	The total number of shares of stock which the corporation. shall have authority to issue is:

One Hundred (100)

The par value of each of such shares is:

Ten Dollars ($10.00), amounting in the aggregate to One Thousand Dollars ($1,000.00)

5.	The name and mailing address of each incorporator is as follows:

Name

Mailing address

Lisa Anne Houdyshell

701 Market Street, Suite 703

Saint Louis, MO 63101

6.	The corporation’s existence will be:

Perpetual

7.	In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation;

ii.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation;

iii.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created;

iv.

To designate one or more committees, each committee to consist of one or more of the directors of the corporation;

The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee;

vi.

The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member,

vii.

Any such committee, to the extent provided in the resolution for the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to the following matters: (y) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval; or (z) adopting, amending or repealing any by-law of the corporation; and

viii.

8.	Elections of directors need not be by written ballot unless the by-laws of the corporation shall provide.

9.	The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10.

A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

I, THE UNDERSIGNED, being the incorporator hereinhefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 24th day of October, 2007.



By:		/s/ Lisa Anne Hoadyshell
		Lisa Anne Hoadyshell, Incorporator

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE AND OF REGISTERED AGENT

PEABODY INTERNATIONAL INVESTMENTS, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is:

PEABODY INTERNATIONAL INVESTMENTS, INC.

2. The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on March 8, 2010.

/s/ Kenneth L. Wagner

Name: Kenneth L. Wagner

Title: Vice President

EX-3.158 127 d358187dex3158.htm EX-3.158 EX-3.158

Exhibit 3.158

PEABODY INTERNATIONAL INVESTMENTS, INC. BY-LAWS

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE III

BOARD OF DIRECTORS

Section 1. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court or Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

MEETINGS OF THE BOARD OF DIRECTORS

Section 3. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 4. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such

Section 5. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 6. Special meetings of the board may be called by the president on one days’ notice to each director, either personally or by mail or by facsimile communication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on the notice on the written request of the sole director.

Section 7. At all meetings of the board, the majority of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 10. The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of Delaware to be submitted to stockholders for approval or (ii) adopting, amending or repealing any by-law of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 11. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 12. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 13. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE PRESIDENTS

Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the

corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

THE TREASURER AND ASSISTANT TREASURERS

ARTICLE VI

CERTIFICATES FOR SHARES

Section 1. The shares of the corporation shall be represented by a certificate. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

LOST CERTIFICATES

TRANSFER OF STOCK

corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

EX-3.159 128 d358187dex3159.htm EX-3.159 EX-3.159

Exhibit 3.159

CERTIFICATE OF INCORPORATION

PEABODY INTERNATIONAL SERVICES, INC.

1.	The name of the corporation is:

Peabody International Services, Inc.

2.	The address of its registered office in the State of Delaware is:

Corporation Trust Center

1209 Orange Street

In the City of Wilmington

In the County of New Castle

The name of its registered agent at such address is:

The Corporation Trust Company

3.	The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.	The total number of shares of stock which the corporation shall have authority to issue is:

One Hundred (100)

The par value of each of such shares is:

Ten Dollars ($10.00), amounting in the aggregate to One Thousand Dollars ($1,000.00)

5.	The name and mailing address of the incorporator is as follows:

Name

Mailing Address

Joseph W. Bean

701 Market Street, Suite 700

Saint Louis, MO 63101

6.	The corporation’s existence will be:

Perpetual

7.	In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation;

ii.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation;

iii.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created;

iv.

To designate one or more committees, each committee to consist of one or more of the directors of the corporation;

The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee;

vi.

The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member;

vii.

Any such committee, to the extent provided in the resolution for the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporition to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to the following matters: (y) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval; or (z) adopting, amending or repealing any by-law of the corporation; and

viii.

8.	Elections of directors need not be by written ballot unless the by-laws of the corporation shall provide.

9.	The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10.

A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) tinder Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto sat my hand this 29^th day of January, 2007.



By:		/s/ Joseph W. Bean
		Joseph W. Bean, Incorporator

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

PEABODY INTERNATIONAL SERVICES, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is:

PEABODY INTERNATIONAL SERVICES, INC.

2. The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on March 8, 2010.

/s/ Kenneth L. Wagner

Name: Kenneth L. Wagner

Title: Vice President

EX-3.160 129 d358187dex3160.htm EX-3.160 EX-3.160

Exhibit 3.160

PEABODY INTERNATIONAL SERVICES, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

ARTICLE III

BOARD OF DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

Section 3. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 11. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the

THE TREASURER AND ASSISTANT TREASURERS

ARTICLE VI

CERTIFICATES FOR SHARES

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

ARTICLE VIII

AMENDMENTS

EX-3.161 130 d358187dex3161.htm EX-3.161 EX-3.161

Exhibit 3.161

CERTIFICATE OF INCORPORATION

BTU WORLDWIDE, INC.

1. The name of the corporation is:

BTU WORLDWIDE, INC.

2. The address of its registered office in the State of Delaware is

Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is:One Hundred Shares ( 100 ) and the par value of each of such shares is: Ten Dollars ($10.00) amounting in the aggregate to One Thousand Dollars ($1,000.00 ).

5. The name and mailing address of each incorporator is as follow:

NAME

MAILING ADDRESS

Joseph W. Bean

Peabody Energy Corporation

701 Market Street

St. Louis, MO 63101

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

To designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the corporation.

8. Elections of directors need not be by written ballot unless the bylaws of the corporation shall provide.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 2^nd day of December, 2003.

/s/ JOSEPH W. BEAN

JOSEPH W. BEAN

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

BTU Worldwide, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBYCERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of BTU Worldwide, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“1. The name of the corporation is:

Peabody Investments Corp.”

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given unanimous written consent of said amendment in accordance with the provisions of Section 2213 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said BTU Worldwide, Inc, has caused this certificate to be signed by Jeffery L. Klinger, its Vice President, this 10^th day of December, 2004,


BTU Worldwide. Inc.

By:		/s/ Jeffery L. Klinger
		Jeffery L. Klinger, Vice President

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

PEABODY INVESTMENTS CORP.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is:

PEABODY INVESTMENTS CORP.

2. The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on March 8, 2010.



/s/ Kenneth L. Wagner
Name:		Kenneth L. Wagner
Title:		Vice President

EX-3.162 131 d358187dex3162.htm EX-3.162 EX-3.162

Exhibit 3.162

Eff. November 10, 2008

EXHIBIT A

AMENDMENTS TO THE BY-LAWS OF

PEABODY INVESTMENTS CORP.

1.	The title of the By-Laws is hereby revised to replace the name “BTU Worldwide, Inc” with “Peabody Investments Corp.”.

2.	A new Article IX of the By-Laws is hereby added which shall be and read as follows:

ARTICLE IX

INDEMNIFICATION

Section 1. To the fullest extent permitted by the Delaware General Corporation Law: (A) the corporation shall indemnify any person (and such person’s heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (brought in the right of the corporation or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise, for and against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals. Notwithstanding the preceding sentence, the corporation shall be required to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the Board of Directors of the corporation. The corporation may indemnify any person (and such person’s heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (brought in the right of the corporation or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person is or was an employee or agent of the corporation or is or was serving, at the request of the corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise, for and against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals.

Section 2. The corporation shall promptly pay expenses incurred by any person described in the first sentence of Section 1 of this Article IX in defending any action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, including appeals, upon presentation of appropriate documentation.

Section 3. The corporation may purchase and maintain insurance on behalf of any person described in Section 1 of this Article IX against any liability asserted against such person, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article IX or otherwise.

Section 4. The provisions of this Article IX shall be applicable to all actions, claims, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after its adoption. The provisions of this Article IX shall be deemed to be a contract between the corporation and each director or officer who serves in such capacity at any time while this Article IX and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provision of this Article IX shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Article IX shall neither be exclusive of, nor be deemed in limitation of, any rights to which an officer, director, employee or agent may otherwise be entitled or permitted by contract, the Charter, vote of stockholders or directors or otherwise, or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity while holding such office, it being the policy of the corporation that indemnification of any person whom the corporation is obligated to indemnify pursuant to the first sentence of Section 1 of this Article IX shall be made to the fullest extent permitted by law.

Section 5. For purposes of this Article IX, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries.

Section 6. A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

BTU WORLDWIDE, INC.

BY-LAWS

ARTICLE I OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

MEETINGS OF THE BOARD OF DIRECTORS

Section 14. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 16. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

Section 17. Special meetings of the board may be called by the president on one days° notice to each director, either personally or by mail or by facsimile communication; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on the notice on the written request of the sole director.

COMMITTEES OF DIRECTORS

Section 22. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

REMOVAL OF DIRECTORS

ARTICLE IV NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may

be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

THE VICE-PRESIDENTS

THE SECRETARY AND ASSISTANT SECRETARY

THE TREASURER AND ASSISTANT TREASURERS

ARTICLE VI

CERTIFICATES FOR SHARES

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII GENERAL PROVISIONS DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

ARTICLE VIII

AMENDMENTS

Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is

EX-3.163 132 d358187dex3163.htm EX-3.163 EX-3.163

Exhibit 3.163

CERTIFICATE OF FORMATION

PEABODY MAGNOLIA GROVE HOLDINGS, LLC

The name of the limited liability company is PEABODY MAGNOLIA GROVE HOLDINGS, LLC.

The address of its registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such-address is Corporation Service Company.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 16^th day of February, 2012.

By: /s/ Kenneth L. Wagner

Kenneth L. Wagner

Authorized Person

EX-3.164 133 d358187dex3164.htm EX-3.164 EX-3.164

Exhibit 3.164

LIMITED LIABILITY COMPANY AGREEMENT

PEABODY MAGNOLIA GROVE HOLDINGS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Magnolia Grove Holdings, LLC (the “LLC”), dated as of February 16, 2012, is made by Peabody Electricity, LLC, a Delaware corporation (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Magnolia Grove Holdings, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

Corporation Servicee Company

2711 Centerville Road

Suite 400

Wilmington, Delaware 19808

and the LLC’s registered agent at such address shall be Corporation Service Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall initially contribute capital to the LLC in the amount of $100. The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7. INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a detel ination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The provisions of this Section 7 shall be deemed to be a contract between the LLC and the Member and between the LLC and each director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or of the Member who serves in such capacity at any time while this Section 7 and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any Claim then or theretofore existing, or any Claim thereafter brought or threatened based in whole or in part on any such state of facts.

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. ASSIGNMENT OF MEMBERSHIP INTEREST

10. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

II. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

Peabody Electricity, LLC

By: /s/ Kenneth L. Wagner

Name: Kenneth L. Wagner

Its: Vice President and Secretary

Being the Sole Member of

Peabody Magnolia Grove Holdings, LLC

EX-3.165 134 d358187dex3165.htm EX-3.165 EX-3.165

Exhibit 3.165

CERTIFICATE OF FORMATION

NORDIC EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is

Nordic Employment Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.

By:

/s/ Edward L. Sullivan

Edward L. Sullivan

Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

NORDIC EMPLOYMENT RESOURCES, LLC

1.	The name of the limited liability company is: Nordic Employment Resources, LLC

2.	Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Midwest Management Services, LLC”

3.	This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 10^th day of December, 2008.


Peabody Midwest Services, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Its: Assistant Secretary

EX-3.166 135 d358187dex3166.htm EX-3.166 EX-3.166

Exhibit 3.166

LIMITED LIABILITY COMPANY AGREEMENT of

PEABODY MIDWEST MANAGEMENT SERVICES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Midwest Management Services, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Midwest Services, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 10, 2008 which changed the LLC’s name from “Nordic Employment Resources, LLC” to “Peabody Midwest Management Services, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Midwest Management Services, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

The LLC’s principal place of business shall be St. Louis, Missouri. The Member may establish and maintain such other offices and additional places of business of the LL,C, either within or without the State of Delaware, or close any office or place of business of the LLC, as it deems appropriate.

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1.

Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7.	INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Midwest Services, LLC

By:		/s/ Kenneth L. Wagner


Name:		Kenneth L. Wagner
Its: Vice President and Secretary

Being the Sole Member of
Peabody Midwest Management Services, LLC

EX-3.167 136 d358187dex3167.htm EX-3.167 EX-3.167

Exhibit 3.167

Indiana Secretary of State

Packet: 2006110200672

Filing Date: 11/01/2006

Effective Date: 11/01/2006

ARTICLES OF CONVERSION OF

BLACK BEAUTY COAL COMPANY

ARTICLE I.

A. The name of the Indiana general partnership immediately prior to filing these Articles of Conversion is BLACK BEAUTY COAL COMPANY.

B. The name of the Indiana limited liability company following this conversion (the “Company”) shall be BLACK BEAUTY COAL COMPANY, LLC.

ARTICLE II.

The plan of conversion was properly approved in accordance with Indiana law.

ARTICLE III.

The information contained in the Articles of Organization attached hereto as Exhibit A is hereby incorporated by reference.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Conversion on the 31^st day of October, 2006.


BLACK BEAUTY COAL COMPANY

By:		/s/ John F. Quinn, Jr.
		John F. Quinn, Jr.
		Its: Vice President

EXHIBIT A

ARTICLES OF ORGANIZATION

BLACK BEAUTY COAL COMPANY, LLC

Pursuant to the provisions of the Indiana Business Flexibility Act, Indiana Code 23-18-1-1 et seq. (the “Act”), the limited liability company named below is hereby formed by the undersigned individual, acting as the sole organizer thereof, by the adoption and filing of these Articles of Organization providing as follows:

1. Name. The name of the limited liability company is BLACK BEAUTY COAL COMPANY, LLC (the “Company”).

2. Registered Office and Agent. The street address of the Company’s registered office in Indiana is 251 E. Ohio Street, Suite 1100, Indianapolis, Indiana 46204 and the name of the Company’s registered agent at that office is CT Corporation System.

3. Duration. The term of existence of the Company is perpetual, unless earlier dissolved in accordance with the Act or the Company’s Operating Agreement as in effect from time to time hereafter.

4. Management. The Company shall be managed by its members.

5. Purpose. The Company shall engage in such lawful and permitted business activities as may from time to time be authorized by the members or managers of the Company in accordance with the Company’s Operating Agreement or, in the absence thereof, in accordance with the Act.

Executed as of the 31st day of October, 2006.


BY:		/s/ John F. Quinn, Jr.
		John F. Quinn, Jr.
		Its: Organizer

Indiana Secretary of State

Packet: 2006110200672

Filing Date: 11/20/2006

Effective Date: 11/20/2008

State of Indiana

Office of the Secretary of State

CERTIFICATE OF MERGER

BLACK BEAUTY COAL COMPANY, LLC

I, TODD ROKITA, Secretary of State of Indiana, hereby certify that Articles of Merger of the above Domestic Limited Liability Company (LLC) have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Flexibility Act.

The following non-surviving entity(s):

BLACK BEAUTY EQUIPMENT COMPANY, LLC

a(n) Domestic Limited Liability Company (LLC)

BLACK BEAUTY RESOURCES, LLC

a(n) Domestic Limited Liability Company (LLC)

merged with and into the surviving entity:

BLACK BEAUTY COAL COMPANY, LLC

NOW, THEREFORE, with this document I certify that said transaction will become effective Monday, November 20, 2006.

In Witness Whereof, I have caused to be

affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, November 20, 2006.

/s/ Todd Rokita

TODD ROKITA,

SECRETARY OF STATE

Indiana Secretary of State

Packet: 2006110200672

Filing Date: 11/20/2006

Effective Date: 11/20/2006

ARTICLES OF MERGER

BLACK BEAUTY EQUIPMENT COMPANY, LLC AND

BLACK BEAUTY RESOURCES, LLC (“NON-SURVIVING LLCs”) INTO

BLACK BEAUTY COAL COMPANY, LLC (“SURVIVING LLC”)

Pursuant to LC. 23-18-7-9, and in compliance with the relevant requirements of the Indiana Code (the “Code”), the above-referenced limited liability companies, desiring to effect a merger, hereby set forth and represent the following:

ARTICLE I

Surviving Entity

A. Name. The name of the limited liability company surviving the merger is BLACK BEAUTY COAL COMPANY, LLC, and such name has not been changed as a result of the merger.

B. Jurisdiction of Organization. The Surviving LLC is a domestic Indiana limited liability company.

ARTICLE II

Non-Surviving Limited Liability Companies

Name and Jurisdiction of Organization of First Non-Surviving LLC.


Name:		BLACK BEAUTY EQUIPMENT COMPANY, LLC
Jurisdiction of
Organization:		Indiana

Name and Jurisdiction of Organization of Second Non-Surviving LLC.


Name:		BLACK BEAUTY RESOURCES, LLC
Jurisdiction of
Organization:		Indiana

ARTICLE III

Plan of Merger

A Plan of Merger (“Plan”) was adopted in accordance with and containing such information as required by the applicable laws of the State of Indiana. A copy of the Plan is attached hereto, marked as Exhibit “A” and made a part hereof.

ARTICLE IV

Authorization

The Plan was duly authorized and approved by each constituent business entity in accordance with the Code.

ARTICLE V

Effective Date

The effective date of the merger is the date of filing of these Articles of Merger with the Indiana Secretary of State.

IN WITNESS WHEREOF, the undersigned, being the President of the Surviving LLC, executes these Articles of Merger and verifies subject to the penalties of perjury, the statements contained herein are true this 17^th day of November, 2006.


BLACK BEAUTY COAL COMPANY, LLC

By:		/s/ John F. Quinn, Jr.
		John F. Quinn, Jr.
		Its: Vice President

The Merging LLCs shall merge entirely with and into the Surviving LLC, The Surviving LLC shall retain limited liability.

PLAN OF MERGER

This Plan of Merger (the “Plan”) sets forth the terms and conditions for the merger of BLACK BEAUTY EQUIPMENT COMPANY, LLC and BLACK BEAUTY RESOURCES, LLC (collectively, the “Merging LLCs”), each Indiana limited liability companies, with and into BLACK BEAUTY COAL COMPANY, LLC (the “Surviving LLC”), an Indiana limited liability company.

RECITALS

As of the effective date and time of the merger contemplated herein, the Merging LLCs and the Surviving LLC desire to merge the Merging LLCs into the Surviving LLC (the “Merger”).

ARTICLE I

Name of Constituent Business Entities

The business entities that are the parties to this Plan are Black Beauty Coal Company, LLC, an Indiana limited liability company, Black Beauty Equipment Company, LLC, an Indiana limited liability company, and Black Beauty Resources, LLC, an Indiana, limited liability company.

ARTICLE II

Surviving Entity

The Surviving LLC shall be the surviving business entity. The name of the surviving entity upon consummation of the merger shall be:

Black Beauty Coal Company, LLC

ARTICLE III

Effective Date and Time

The Merger shall be effective upon the filing of Articles of Merger with the Indiana Secretary of State.

ARTICLE IV

Terms and Conditions

The Merging LLCs shall merge entirely with and into the Surviving LLC. The Surviving LLC shall retain limited liability.

ARTICLE V

Manner and Basis of Converting Ownership Interests

A. Black Beauty Equipment Company, LLC. In consideration of the fact that as of the effective date and time of the Merger, Black Beauty Equipment Company, LLC and the Surviving LLC shall each be owned by the same entities on the same percentage basis, upon the Merger, no membership interest in the Surviving LLC shall be exchanged for the membership interests of Black Beauty Equipment Company, LLC.

B. Black Beauty Resources, LLC. A one percent membership interest in (or fractional portion thereof) in Black Beauty Resources, LLC, as it exists immediately prior to the Merger, will become a one percent membership interest (or fractional portion thereof) in the Surviving LLC on the effective date of the Merger.

ARTICLE VI

Effect on Surviving LLC

The Certificate of Formation, the Limited Liability Company Agreement, the registered agent and the principal office of the Surviving LLC shall be unchanged upon the Merger.

IN WITNESS WHEREOF, the undersigned have executed this Plan of Merger this day of November, 2006.


BLACK BEAUTY EQUIPMENT COMPANY, LLC		BLACK BEAUTY COAL COMPANY, LLC

By:		By.
	John F. Quinn, Jr.		John F. Quinn, Jr.
Its:	Vice President	Its:	Vice President

BLACK BEAUTY RESOURCES, LLC

By:	John F. Quinn, Jr.
Its:	Vice President

Indiana Secretary of State

Packet: 2006110200672

Filing Date: 11/03/2009

Effective Date: 11/03/2009

ARTICLES OF AMENDMENT OF THE

ARTICLES OF ORGANIZATION

State Form 49460 (R / 1-03)

Approved by State Board of Accounts 1999

TODD ROKITA

SECRETARY OF STATE

CORPORATIONS DIVISION

302 W. Washington St. Rm. E016

Indianapolis, IN 46204

Telephone: (317) 232-6576

INSTRUCTIONS:

Use 81/2” x 11” white paper for attachments.

Present original and one copy to the address in upper right corner of this form.

Please TYPE or PRINT.

Please visit our office on the web at www.sos.in.gov.

Indiana Code 23-18-2-5

Filing Fee: $30.00

ARTICLES OF AMENDMENT OF THE

ARTICLES OF ORGANIZATION OF:

Name of Limited Liability Company

Black Beauty Coal Company, LLC

Date of Organization

November 1, 2006

The undersigned manager or member of the above referenced Limited Liability Company (hereinafter referred to as the “LLC”) existing pursuant to the provisions of: Indiana Business Flexibility Act as amended (hereinafter referred to as the “Act”), desiring to give notice of action effectuating amendment of certain provisions of its Articles of Organization, certifies the following facts:

ARTICLE I Amendment(s)


The exact Text of Article(s)		“I”		of the Articles

of Organization is now as follows:

(NOTE: If amending the name of LLC, write Article “1” in space above and write “The name of the LLC is ,” below.)

The name of the limited liability company is Black Beauty Coal Company, LLC. Article I of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Midwest Mining, LLC”

ARTICLE II

Date of each amendment’s adoption:

November 2, 2009

(Continued on the reverse side)

ARTICLE III Compliance with Legal Requirements

The manner of the adoption of the Articles of Amendment constitute full legal compliance with the provisions of the Act, and the Articles of Organization.

I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 2nd day of November. 2009.


Signature of current manager or member of LLC				Printed name of manager or member

/s/ Kenneth L. Wagner				Kenneth L. Wagner

Signature’s title Vice President and Secretary of the Sole Member Peabody Midwest Operations, LLC

Indiana Secretary of State

Packet: 2006110200672

Filing Date: 03/12/2010

Effective Date: 03/12/2010

NOTICE OF CHANGE OF REGISTERED OFFICE

OR REGISTERED AGENT (ALL ENTITIES)

State Form 26276 (R7 / 1-03)

TODD ROKITA

SECRETARY OF STATE

CORPORATIONS DIVISION

302 W Washington St., Rm. E018

Indianapolis, IN 46204

Telephone: (317) 232-6576

INSTRUCTIONS:

Use 8 1/2" x 11" white paper for attachments.

Present original and one (1) copy to address in upper right corner of this form.

Please TYPE or PRINT.

Please visit our office on the web at www.sos.in.gov.

Indiana Code 23-1-24-2 (for profit corporation)

Indiana Code 23-17-6-2 (non-profit corporation)

NO FILING FEE


Name of entry State ID #: 2006110200672		Date of incorporation / organization / admission
PEABODY MIDWEST MINING, LLC		11/01/2006

Current registered office address (number and street, city, state, ZIP code)

251 E Ohio Street, Suite 1100, Indianapolis, IN 46204

New registered office address (number and street, city, state, ZIP code)

251 East Ohio Street, Suite 500 Indianapolis, IN 46204

Current registered agent (type or print name)

CT Corporation System

New registered agent (type or print name)

Corporation Service Company

STATEMENTS BY REGISTERED AGENT OR ENTITY

This statement is a representation that the new registered agent has consented to the appointment as registered agent, or statement attached signed by registered agent giving consent to act as the new registered agent.

After the change or changes are made, the street address of this corporation’s registered agent and the address of its registered office will be identical.

The registered agent filing this statement of change of the registered agent’s business street address has notified the represented corporation in writing of the change and the notification was manually signed or signed in facsimile

IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 10th day of March, 2010.


Signature		Title
/s/ Blanca Lozada		Blanca Lozada, Authorized Person

		Indiana Secretary of State Packet: 2006110200672 Filing Date: 03/12/2010 Effective Date: 03/12/2010

AGENT ACKNOWLEDGEMENT OF ACCEPTANCE

Corporation Service Company has given consent to appointment as agent to accept service of process on behalf of: PEABODY MIDWEST MINING, LLC

EX-3.168 137 d358187dex3168.htm EX-3.168 EX-3.168

Exhibit 3.168

AMENDED AND RESTATED OPERATING AGREEMENT

PEABODY MIDWEST MINING, LLC

THIS AMENDED AND RESTATED OPERATING AGREEMENT (“Agreement”) of Peabody Midwest Mining, LLC (the “LLC”), dated as of November 3, 2009, is made by Peabody Midwest Operations, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Indiana Business Flexibility Act (the “Act”) pursuant to Articles of Conversion filed with the Indiana Secretary of State on November I, 2006;

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Indiana Secretary of State on November 3, 2009 which changed the LLC’s name from “Black Beauty Coal Company, LLC” to “Peabody Midwest Mining, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

WHEREAS, the Member wishes to amend and restate the operating agreement of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Midwest Mining, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Indiana or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Indiana, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

251 East Ohio Street

Suite 1100

Indianapolis, Indiana 46204

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7.	INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The provisions of this Section 7 shall be deemed to be a contract between the LLC and the Member and between the LLC and each director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or of the Member who serves in such capacity at any time while this Section 7 and the relevant provisions of the laws of the State of Indiana and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any Claim then or theretofore existing, or any Claim thereafter brought or threatened based in whole or in part on any such state of facts.

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Articles of Dissolution

The winding up of the LLC shall be completed when all of its debts, liabilities and obligations have been paid and discharged or reasonably adequate provisions therefore has been made, and all of the remaining property and assets of the LLC have been distributed to the Member. Upon the completion of the winding up of the LLC, Articles of Dissolution of the LLC shall be filed with the Indiana Secretary of State.

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Indiana without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Midwest Operations, LLC

By:		/s/ Kenneth L. Wagner
Name: Kenneth L. Wagner
Its: Vice President and Secretary

Being the Sole Member of

Peabody Midwest Mining LLC

EX-3.169 138 d358187dex3169.htm EX-3.169 EX-3.169

Exhibit 3.169

CERTIFICATE OF FORMATION

MIDWEST COAL RESOURCES, LLC

The name of the limited liability company is Midwest Coal Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Midwest Coal Resources, LLC this 27^th day of June 2005.


By:		/s/ Bryan L. Sutter
		Authorized Person
Name: Bryan L. Sutter

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC LIMITED LIABILITY COMPANIES

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Act, the undersigned limited liability company executed the following Certificate of Merger:

FIRST: The name of the surviving limited liability company is Midwest Coal Resources, LLC, a Delaware limited liability company, and the names of the three (3) limited liability companies being merged into this surviving limited liability company are Black Beauty Holding Company, LLC, a Delaware limited liability company; PDC Partnership Holdings, LLC, a Delaware limited liability company; and Thoroughbred, L.L.C., a Delaware limited liability company.

SECOND: The Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent limited liability companies.

THIRD: The name of the surviving limited liability company is Midwest Coal Resources, LLC.

FOURTH: The merger is to become effective upon receipt by Delaware Secretary of State.

FIFTH: The Agreement and Plan of Merger is on file at 701 Market Street, Suite 600, St Louis, Missouri 63101, the place of business of the surviving limited liability company.

SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of the constituent limited liability companies.

IN WITNESS WHF.REOF, said surviving limited liability company has caused this certificate to be signed by an authorized person, the 17th day of November, AD., 2006.


MIDWEST COAL RESOURCES, LLC

By:		/s/ John F. Quinn, Jr.
		John F. Quinn, Jr.
		Its: Vice President

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

MIDWEST COAL RESOURCES, LLC

The name of the limited liability company is:

Midwest Coal Resources, LLC

2.	Article I of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Midwest Coal Resources, LLC”

3.	This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 20^th day of November, 2008.


Peabody Investments Corp. its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
Its: Assistant Secretary

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

PEABODY MIDWEST COAL RESOURCES, LLC

1.	The name of the limited liability company is:

Peabody Midwest Coal Resources, LLC

2.	Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Midwest Operations, LLC”

3.	This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware. IN WITNESS WHEREOF, the undersigned has executed this Certificate of

Amendment this 10^th day of December, 2008.


Peabody Operations Holding, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		its: Assistant Secretary

EX-3.170 139 d358187dex3170.htm EX-3.170 EX-3.170

Exhibit 3.170

AMENDED

LIMITED LIABILITY COMPANY AGREEMENT

PEABODY MIDWEST OPERATIONS, LLC

THIS AMENDED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Midwest Operations, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Operations Holding, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on November 20, 2008, which changed the LLC’s name from “Midwest Coal Resources, LLC” to “Peabody Midwest Coal Resources, LLC”; and

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 10, 2008, which changed the LLC’s name from “Peabody Midwest Coal Resources, LLC” to “Peabody Midwest Operations, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

RESOLVED, the name of the LLC as of the date of this Agreement is and shall continue to be Peabody Midwest Operations, LLC;

RESOLVED, that any and all actions heretofore or hereafter taken by any officer of the Company are hereby ratified and confirmed in all respects as the act and deed of the LLC; and

RESOLVED, the remaining provisions of the Limited Liability Agreement of Midwest Coal Resources, LLC shall remain unmodified with the same full force and effect.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Operations Holding, LLC

By: /s/ Kenneth L. Wagner
Name:		Kenneth L. Wagner
Its: Vice President & Secretary

Being the Sole Member of
Peabody Midwest Operations, LLC

LIMITED LIABILITY COMPANY AGREEMENT

MIDWEST COAL RESOURCES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Midwest Coal Resources, LLC, (the “LLC”), is dated as of June 27, 2005 and made by Peabody Investments Corp., a Delaware Corporation (the “Member”).

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	LLC FORMATION, NAME, PLACE OF BUSINESS

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “Midwest Coal Resources, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Member promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1 Purposes

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

4.	LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2 No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.4 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT

6.1 Member Management

7.	INDEMNIFICATION

7.1 Indemnification

7.2 Expenses

7.3 Other Rights

7.4 Notice

7.5 Counsel

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY INVESTMENTS CORP.

By: /s/ Walter L. Hawkins, Jr.
Name:		Walter L. Hawkins, Jr.
Title: VP & Treasurer

EX-3.171 140 d358187dex3171.htm EX-3.171 EX-3.171

Exhibit 3.171

CERTIFICATE OF FORMATION

BLACK CAT EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is Black Cat Employment Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.



By:		/s/ Edward L. Sullivan
		Edward L. Sullivan
		Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

BLACK CAT EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

Black Cat Employment Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The

name of the limited liability company is Peabody Midwest Services, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 10^th day of December, 2008.


Peabody Services Holding, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Its: Assistant Secretary

EX-3.172 141 d358187dex3172.htm EX-3.172 EX-3.172

Exhibit 3.172

LIMITED LIABILITY COMPANY AGREEMENT of

PEABODY MIDWEST SERVICES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Midwest Services, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Services Holdings, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 10, 2008 which changed the LLC’s name from “Black Cat Employment Resources, LLC” to “Peabody Midwest Services, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Midwest Services, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7.	INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Services Holdings, LLC

By: /s/ Kenneth L. Wagner
Name:		Kenneth L. Wagner
Its: Vice President and Secretary

Being the Sole Member of Peabody Midwest Services, LLC

EX-3.175 142 d358187dex3175.htm EX-3.175 EX-3.175

Exhibit 3.175

STATE OF DELAWARE

STATEMENT OF

PARTNERSHIP EXISTENCE

PEABODY NATURAL RESOURCES COMPANY

1.	The name of the partnership is Peabody Natural Resources, LLC.

2.	The address of its registered agent in the State of Delaware is 1209 Orange Street in the city of Wilmington.

The name of the registered agent is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Statement of Partnership of Peabody Natural Resources Company this 15th day of August, 2000A.D.


Gold Fields Mining Corporation				Peabody America, Inc.

/s/ J. L. Klinger				/s/ S. F. Schaab
J. L. Klinger				S. F. Schaab
Vice President & Assistant Secretary				Vice President & Treasurer

CERTIFICATE OF AMENDMENT TO

STATEMENT OF PARTNERSHIP EXISTENCE

PEABODY NATURAL RESOURCES COMPANY

1. The name of the Partnership is:

PEABODY NATURAL RESOURCES COMPANY

2. The certificate shall amend the Statement of Partnership Existence filed in this office the 31st day of August, 2000 A.D.

3. The Certificate shall be amended and set forth as follows:

To change the address of the registered office and registered agent of the Partnership in the State of Delaware to 2711 Centerville Road, Suite 400, Wilmington, DE 19808, and to change the name of the registered agent of the Partnership in the State of Delaware at the said address to Corporation Service Company.

IN WITNESS WEHREOF, the undersigned has executed this Certificate of Amendment of Partnership this 8th day of March, 2010 A.D.


Peabody America, Inc. Authorized Partner,

Name:		/s/ Kenneth L. Wagner
Title:		Vice President

CERTIFICATE OF AMENDMENT TO

STATEMENT OF PARTNERSHIP EXISTENCE

The name of the partnership is Peabody Natural Resources Company

2. The certificate shall amend the Statement of Partnership Existence (type of certificate that is being amended) filed in this office the 31^st day of August 2000 A.D.

3. The Certificate shall be amended and set forth as follows:

The name of the partners are:

New Mexico Coal Resources, LLC

Peabody America, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Partnership this 4th day of February 2011 A.D.

/s/ Kenneth L. Wagner

Authorized Person

Kenneth L. Wagner

Print or Type Name

Vice President and Secretary of the partners

EX-3.176 143 d358187dex3176.htm EX-3.176 EX-3.176

Exhibit 3.176

Amendment to

Second Amended and Restated Partnership Agreement

Peabody Natural Resources Company

This Second Amendment (the “Amendment) to the Second Amended and Restated Partnership Agreement, dated as of September 28, 1991 (the Partnership Agreement”) of Peabody Natural Resources Company, a Delaware general partnership (the “Company”) is made this day of May, 1998.

WHEREAS, Gold Fields Mining Corporation, a Delaware corporation, (“Gold Fields”) holds a ninety-seven percent (97%) interest in the Company; and

WHEREAS, Peabody America, Inc., a Delaware corporation, (“Peabody”) holds a three percent (3%) interest in the Company; and

WHEREAS, the Partnership Agreement was originally executed as of September 28, 1991 and established the Company under the name “Hanson Natural Resources Company”; and

WHEREAS, the Partnership Agreement was amended as of June 25, 1993, and

WHEREAS, the name of the Company was changed to Peabody Natural Resources Company on August 7, 1997; and

WHEREAS both Gold Fields and Peabody desire to further amend the Partnership Agreement as provided herein.

NOW, THEREFORE, Gold Fields and Peabody agree as follows:

1. Amendment. The Partnership Agreement is hereby amended to provide for the pledge of Gold Fields’ and Peabody’s respective partnership interests in the Company in favor of Lehman Commercial Paper, Inc., pursuant to the terms of a certain $1,400,000,000 Credit Facility among P&L Coal Holdings Corporation, as Borrower, Lehman Commercial Paper, Inc., as Lender, as Administrative Agent, as Syndication Agent and as Documentation Agent and Lehman Brothers Inc., as Arranger (the “Pledge”).

2. Further Assurances. The Partnership Agreement shall be annotated to disclose the Pledge and the officers of Gold Fields and Peabody shall execute all documents and take all action as may be required to effectuate the purpose and intent of this Amendment, including compliance with all applicable laws and regulations.


GOLD FIELDS MINING CORPORATION

By:		/s/ George J. Holway
Vice President

Attest:

/s/ Jeffery L. Klinger

Asst. Secretary


PEABODY AMERICA, INC.

By:		/s/ George J. Holway
Vice President

Attest:

/s/ Jeffery L. Klinger

Asst. Secretary

FIRST AMENDMENT OF

SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT

THIS FIRST AMENDMENT OF SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT (this “Amendment”), dated as of June 25, 1993, by and among CAVENHAM FOREST INDUSTRIES INC., a Delaware corporation, CAVENHAM ENERGY RESOURCES INC., a Delaware corporation, and GOLD FIELDS MINING CORPORATION, a Delaware corporation (each individually, a “Partner” and, collectively, the “Partners”).

R E C I T A L S:

A. The Partners are parties of the Second Amended and Restated Partnership Agreement, dated as of September 28, 1991 (the “Partnership Agreement”) which establishes a general partnership known as Hanson Natural Resources Company (the “Partnership”).

B. The Partnership, pursuant to the Asset Exchange Agreement dated January 25, 1993, between Santa Fe Pacific Minerals Corporation and certain of its affiliates and the Partnership, has acquired certain coal and coal related properties and certain quarry and quarry related properties, and in exchange for certain gold and gold related properties.

C. In view of the addition of the coal and quarry assets and related assets to the assets of the Partnership, the Partners desire to make the following amendment to the Partnership Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Partners hereby agree to amend the Partnership Agreement as follows:

Section 1.2 of the Partnership Agreement is hereby amended to read as follows:

“1.2 Name. The name of the Partnership shall be:

“Hanson Natural Resources Company”

The Businesses shall be operated as five divisions of the Partnership (the “Divisions”), under the names “Cavenham Forest Industries Division”, “Cavenham ,Energy Resources Division”, “Gold Fields Mining Company”, “Lee Ranch Coal Company” and “Western Rock Products”, “Western Arizona Rock Products”, and “Cal West Rock Products” (and such other names as the Partners may adopt from time to time for a division consisting of the quarry and quarry related assets of the Partnership), and shall thereafter be called by such other names as the Partners shall from time to time determine. The Partners shall execute, publish and/or file all assumed or fictitious name, or other similar, certificates required by

law to be published and filed, or either, in connection with the formation and operation of the Partnership in each state and locality it is necessary or desirable to publish or file any of the same in order to form and maintained the Partnership and/or to operated the Businesses.”

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written


CAVENHAM FOREST INDUSTRIES, INC., a Delaware corporation

By:		/s/ George H. Hempsted
Title:		Vice President


CAVENHAM ENERGY RESOURCES, INC., a Delaware corporation

By:		/s/ George H. Hempsted
Title:		Vice President


GOLD FIELDS MINING CORPORATION, a Delaware corporation

By:		/s/ George H. Hempsted
Title:		Vice President

SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT

THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT, dated as of September 28, 1991, by and among CAVENHAM FOREST INDUSTRIES INC., a Delaware corporation (“CFI”), CAVENHAM ENERGY RESOURCES INC., a Delaware corporation (“CER”), and GOLD FIELDS MINING CORPORATION, a Delaware corporation (“GFMC”) (each individually, a “Partner” and, collectively, the “Partners”).

R E C I T A L S:

A. CFI and GFMC formed a general partnership (the “Partnership”) upon the terms and conditions set forth in that certain Partnership Agreement, dated as of March 1, 1991, by and between CFI and GFMC (the “Original Partnership Agreement”), for the purposes of developing, exploiting and enhancing the natural resources businesses owned by Hanson PLC and other businesses related to natural resources as the Partnership may from time to time undertake, and, in particular, the operation of the businesses involving timber and wood products and gold and other mining (the “Businesses”), and to enhance the return and financial strength of the Businesses.

B. As of March 31, 1991, CFI and GFMC amended and restated the Original Partnership Agreement (the “Amended and Restated Partnership Agreement”), to among other things, add, as partnors, CER, Gold Fields Operating Co. -ChimneyCreek, a Delaware corporation, Gold Fields Operating Co.-Mesquite, a Delaware corporation, Gold Yields Operating Co.-Mule Canyon, a Delaware corporation, Gold Fields Operating Co. -Shafter, a Delaware corporation, and Gold Fields Operating Co. Elkhorn, a Delaware corporation (each individually, an ‘Additional Partner” and, collectively, the “Additional Partners”), amend Articles 4, 7 and 9 thereof and make certain other changes to the Original Partnership Agreement as therein prcvided.

C. The Partners, pursuant to a contribution agreement among the Partners, dated as of March 31, 1991 (the “Contribution Agreement”), and subject to obtaining any necessary consents or approvals, transferred certain assets, subject to the assumption of certain liabilities, owned by them to the Partnership, which from such time has owned and operated, and is intended to continue to own and operate, the Businesses associated with such assets.

D. Subsequent to March 31, 1991, all of the Additional Partners except CER merged into GFMC (the “Merged Partners”).

E. The Partners desire to amend the Amended and Restated Partnership Agreement to provide for the deletion of references to the Merged Partners as partners of the Partnership, and to make certain other modifications.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Partners hereby covenant and agree as follows, and the Amended and Restated Partnership Agreement is hereby further amended and restated to read as follows:

ARTICLE 1

ORGANIZATIONAL MATTERS

1.1. The Partnership. Pursuant to the terms of the Original Partnership Agreement, CFI and GFMC associated themselves as a general partnership (the “Partnership”) under the laws of the State of Delaware, which is hereby continued for the purposes and under the terms hereinafter set forth.

1.2. Name. The name of the Partnership shall be:

“Hanson Natural Resources Company”

The Businesses shall initially be operated as three divisions of the Partnership (the “Divisions”), under the names “Cavenham Forest Industries Division”, “Cavenham Energy Resources Division” and “Gold Fields Mining Company”, and three subdivisions of Gold Fields Mining Company, under the names “Gold Fields Operating Co.-Chimney Creek”, “Gold Fields Operating Co. -Mesquite” and “Gold Fields Operating Co. -Mule Canyon”, and thereafter shall be called by such other names as the Partners shall from time to time determine. The Partners shall execute, publish and/or file all assumed or fictitious name, or other similar, certificates required by law to be published and filed, or either, in connection with the formation and operation of the Partnership in each state and locality where it is necessary or desirable to publish or file any of the same in order to form and maintain the Partnership and/or to operate the Businesses.

1.3. Principal Place of Business. The principal place of business of the Partnership shall be at Meadowood II Shopping Center, 2644 Capitol Trail, Suite B-1, Newark, Delaware 19711, or such other place as the Partnership, from time to time, shall determine.

1.4. Partnership Act; Ownership. Except as is expressly herein stipulated to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Uniform Partnership Act of the State of Delaware. The interest of each Partner in the Partnership shall be personal property for all purposes. All real and other property owned by the Partnership shall be deemed owned by the Partnership as a partnership, and no Partner, individually, shall have any individual ownership rights in and to such property.

1.5. Individual Authority. Each Partner, acting alone, shall have authority to act for, or undertake or assume any obligation or responsibility on behalf of, the Partnership.

1.6. No Partner Responsible for Other’s Commitments. No Partner shall be responsible or liable for any indebtedness or obligation of the other Partner incurred either before or after the execution of this Agreement, nor shall the Partnership be responsible or liable for any such indebtedness or obligation of a Partner, except for those responsibilities, liabilities, indebtedness or obligations assumed or incurred by the Partnership pursuant to the terms of this Agreement or the Contribution Agreement (if and when such Contribution Agreement shall be effective). Each Partner indemnifies and agrees to hold the other Partner and the Partnership harmless from and against such obligations and indebtedness except as aforesaid.

ARTICLE 2

PURPOSES AND POWERS

2.1. Purposes. The purpose of the Partnership is to own and operate the Businesses, to develop, exploit and enhance the resources of the Partnership, to create an entity which will increase the financial leverage and strength of the Businesses, and to carry out any other activities necessary or incidental to the conduct, promotion or attainment of any of the purposes herein specified as the Partners may from time to time direct.

2.2. Powers. The Partnership shall have such powers as are necessary or appropriate to carry out the purposes of the Partnership, including, without limitation, the following powers:

(a) to purchase, borrow, acquire, hold, exchange, sell, distribute, assign, transfer, lend, mortgage, pledge, hypothecate, convert, redeem, escrow or reissue instruments evidencing its indebtedness;

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(b) to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and any other kinds of negotiable and non-negotiable instruments and evidences of indebtedness, whether or not in connection with borrowing money, and to guarantee the obligations of any subsidiary or any other Affiliate (as defined hereinbelow) of the Partnership and to secure the payment thereof (and of the interest thereon) by the creation of any interest in the property or rights of the Partnership, or in any property owned by others when the Partnership has the right so to do, whether owned by or subject to such right of the Partnership at the time such indebtedness is incurred or thereafter;

(c) to make such investments as the Partnership deems advisable and approves;

(d) to form, own, manage and dissolve one or more subsidiaries;

(e) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith to rent, lease or purchase office or manufacturing space, facilities and equipment, to engage and pay personnel and do such other acts and things and incur such other expenses on its behalf as may be necessary or advisable in connection with the maintenance of such offices or manufacturing space or the conduct of the Businesses of the Partnership;

(f) to open, maintain and close bank accounts, and to draw checks and other orders for the payment of money;

(g) to employ and dismiss from employment any and all employees, agents or independent contractors;

(h) to sue and to defend suits, to prosecute, settle or compromise claims against others, to compromise, settle or accept judgments or claims against the Partnership and to execute all documents and make any representations, admissions and waivers in connection therewith;

(i) to enter into, make and perform all such contracts, agreements and other undertakings, including indemnity agreements, as may be necessary or advisable or incident to the carrying out of the foregoing purposes; and

(j) to execute federal mineral leases and to apply for and hold federal leases, licenses and prospecting permits of all kinds, including, but not limited to, leases or prospecting permits issued under the Mineral Lands Leasing Act, the Mineral Leasing Act for Acquired Lands and Reorganization Plan 3;

(k) to take such other actions as the Partnership may deem necessary or advisable in connection with the foregoing, including the retention of agents, independent contractors, attorneys, accountants and other experts selected by the Partnership, and in connection with the preparation and filing of all Partnership tax returns.

The Partnership shall have all lawful powers necessary, suitable or convenient for the furtherance of the aforesaid purposes, and, without limiting the foregoing, the Partnership may carry out its objectives and accomplish its purposes as principal or agent, directly or indirectly through one or more of its subsidiaries or Affiliates, alone or with associates, or as a member or as a participant in any firm, association, trust, partnership or other entity. Although the Partnership may engage in any or all of the above activities, the Partnership need not engage in any one or more of them.

As used herein, (i) “Affiliate” of a specified Person shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified, and (ii) “Person” shall mean any individual, corporation, partnership, firm, association or other entity.

ARTICLE 3

TERM

3.1. Term. The Partnership shall continue indefinitely, unless terminated as herein provided.

ARTICLE 4

CAPITAL CONTRIBUTIONS, INTERESTS

AND DISTRIBUTIONS

4.1. Contribution by Partners. As of or prior to the date hereof, each Partner has contributed to the Partnership, as its initial capital contribution, $100.00 (the “Initial Contribution”). On or about March 31, 1991 (or, to the extent required by the following sentence of Section 4.1, from time to time thereafter), subject to obtaining any necessary consents or approvals, each Partner shall contribute, or cause its subsidiaries to contribute, to the Partnership, as its additional capital contribution, those assets which are required to be contributed to the Partnership in accordance with the terms of the Contribution Agreement, subject to the liabilities set forth in the Contribution Agreement, which liabilities shall be expressly assumed by the Partnership (the

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“Additional Capital Contributions”). To the extent that any subsidiary of a Partner shall provide any Additional Capital Contributions and shall not immediately thereafter be merged into such Partner, this Agreement shall be amended to admit such subsidiaries as Partners. To the extent that any assets which are required to be contributed to the Partnership in accordance with the terms of the Contribution Agreement have not been contributed to the Partnership as of the date of the Contribution Agreement, as a result of the absence of contractual, regulatory, governmental or other consents or approvals necessary to be obtained prior to such contribution, such assets shall be contributed to the Partnership as soon as practicable after any such consent or approval has been obtained. Each Partner shall use its best efforts to obtain all consents and approvals necessary to contribute, in a timely fashion, to the Partnership the assets which are required to be contributed to the Partnership in accordance with the terms of the Contribution Agreement.

4.2. Capital Accounts.

4.2.1. Initial Balance. Each Partner will have a capital account (a “Capital Account”) which shall initially be equal to (a) the initial Carrying Value (as hereinafter defined) of the assets contributed to the Partnership by such Partner pursuant to the Contribution Agreement, plus (b) the amount of any cash so contributed by such Partner, less (c) the amount of any liability of such Partner assumed by the Partnership pursuant to the Contribution Agreement.

4.2.2. Subsequent Adjustments. Each Partner’s Capital Account generally shall be maintained and adjusted in accordance with sections 1.704-1(b) and 1.704-1T(b) of the Treasury Regulations. There shall be credited to each Partner’s Capital Account (a) the amount of any cash, and the initial Carrying Value of any assets other than cash, subsequently contributed by such Partner to the capital of the Partnership, (b) such Partner’s share of Net Profit (as determined in accordance with Section 7.1.2), and (c) any items of Gross Income or gain allocated to such Partner pursuant to Section 7.4, and there shall be charged against each Partner’s Capital Account (w) the amount of all cash distributions to such Partner, (x) the fair market value of any property distributed to such Partner by the Partnership (net of any liability secured by such property that the Partner is considered to assume or take subject to under section 752 of the Internal Revenue Code of 1986, as amended (the “Code”)), (y) such Partner’s share of Net Loss (as determined in accordance with Section 7.1.3), and (z) any items of deduction, loss or Section 705(a)(2)(B) Expenditure (as hereinafter defined) allocated to such Partner pursuant to Section 7.4.

4.2.3. In-Kind Distributions. If the Partnership at any time distributes any of its assets to any Partner in kind, the Capital Accounts of the Partners shall be adjusted to account for the Partners’ allocable shares (as determined, in each case, in accordance with Article 7) of the Gross Income, Net Profit or Net Loss that would have been realized by the Partnership had the distributed assets been sold for their respective fair market values (taking into account section 7701(g) of the Code) immediately prior to such distribution.

4.2.4. Section 754 Elections. In the event that the Partnership makes an election under section 754 of the Code, the amount of any adjustments to the bases (or Carrying Values) of the assets of the Partnership made pursuant to section 743 of the Code shall not be reflected in the Capital Accounts of the Partners, but the amounts of any adjustments to the bases (or Carrying Values) of the assets of the Partnership made pursuant to section 734 of the Code as a result of the distribution of property by the Partnership to a Partner (to the extent that such adjustments have not previously been reflected in the Partners’ Capital Accounts) shall (a) be reflected in the Capital Account of the Partner receiving such distribution in the case of a distribution in liquidation of such Partner’s interest in the Partnership and (b) otherwise be reflected in the Capital Accounts of the Partners in the manner in which the unrealized income and gain that is displaced by such adjustments would have been shared had the property been sold at its Carrying Value immediately prior to such adjustments.

4.2.5. Transferee’s Capital Accounts. In the event any interest in the Partnership is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent related to the transferred interest.

4.2.6. Determinations. Except as otherwise provided in this Agreement, whenever it is necessary to determine the Capital Account of any Partner, the Capital Account of such Partner shall be determined after giving effect to all allocations pursuant to Article 7 with respect to transactions effected, and all distributions made, prior to the date and time as of which such determination is to be made.

4.2.7. Negative Balances. No Partner with a negative balance in its Capital Account shall have any obligation to the Partnership or any other Partner to restore such negative balance.

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4.2.8. Oil and Gas Properties. Any other provision of this Agreement to the contrary notwithstanding: (a) each Partner’s Capital Account shall be adjusted in accordance with Treasury Regulation sections 1.704-1(b)(2)(iv)(k)(3) and (4), dealing with depletion of oil and gas properties; and (b) allocations of the total amount realized by the Partnership on its taxable disposition of an oil or gas property shall, except to the extent governed by section 704(c) of the Code or related principles under Treasury Regulation section 1.704-1(b)(4)(i), be made in accordance with the sixth and seventh sentences of Treasury Regulation section 1.704-1(b)(4)(v) in a manner consistent with Sections 7.1 and 7.2 hereof.

4.3. Additional Contributions. Except as expressly required by Section 4.1 hereof or as expressly agreed upon by the Partners, no Partner shall have any right or obligation to make any contribution to the Partnership or to advance any funds thereto.

4.4. Distributions. The Partnership shall distribute such cash or other property of the Partnership as may be approved by the Board (as defined in Section 5.1 hereof) from time to time to the Partners, which distributions may or may not, in the Board’s discretion, be distributed according to the Percentage Interests of the Partners, as calculated in accordance with Section 4.5 below.

4.5. Percentage Interests. The Percentage Interest of each Partner shall initially be equal to the percentage derived by dividing the amount of such Partner’s Capital Account, calculated immediately after the contribution described in the second sentence of Section 4.1 hereof by the aggregate amount of the Capital Accounts of all Partners so calculated, and shall be adjusted to reflect any Additional Capital Contributions pursuant to Sections 4.1 and 4.3 hereof.

4.6. No Interest Payable. No Partner shall receive any interest on its contributions to the capital of the Partnership.

4.7. No Withdrawals. The capital of the Partnership shall not be withdrawn except as herein expressly stipulated.

ARTICLE 5

MANAGEMENT OF THE PARTNERSHIP

5.1. Partnership Board. (a) The business and affairs of the Partnership shall be managed under the direction of a board (the “Board”) selected by the Partners, and the

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Board shall have all power and authority to manage, and direct the management and the business and affairs of, the Partnership. Any power not delegated pursuant to a policy of delegation adopted by the Board shall remain with the Board. Approval by or action taken by the Board in accordance with this Agreement shall constitute approval or action by the Partnership and shall be binding on the Partners. The initial members of the Board shall be as set forth in Exhibit A hereto, and their successors shall be chosen by the affirmative vote of a majority of the Board then in office or of the Partners.

(b) In addition to the foregoing, each of the Divisions may select their own boards, which shall direct the management, business and affairs of such Divisions.

5.2. Operation of Board; Proxies; Written Action. Meetings of the Board shall be held at such times and places as may be fixed by the Board. Notice of meeting may be waived before or after a meeting by a written waiver of notice signed by the member entitled to notice. A member’s attendance at a meeting shall constitute a waiver of notice unless the member states at the beginning of the meeting his objection to the transaction of business because the meeting was not lawfully called or convened. The vote of a majority of the members of the Board present at a duly constituted meeting shall govern all of the Board’s actions and constitute approval by the Board. Each member of the Board may vote by delivering his proxy to another member of the Board. The Board may act without a meeting if the action taken is approved in advance in writing by the unanimous consent of all members of the Board.

5.3. Officers. The Board (and the boards of each Division) may appoint such officers, including, but not limited to, president, treasurer, secretary, controller and one or more vice presidents (each, an “Officer”) with such titles and duties as may be approved by the Board (or the board of a Division).

5.4. Bank Accounts. The Partnership shall maintain bank accounts in such banks as the Board (or an Officer or Officers designated by the Board) may designate exclusively for the deposit and disbursement of all funds of the Partnership. All funds of the Partnership shall be promptly deposited in such accounts. The Board (or an Officer or Officers designated by the Board) from time to time shall authorize signatories for such accounts.

5.5. Fidelity Bonds and Insurance. The Partnership shall obtain fidelity bonds with reputable surety companies, covering all persons having access to the Partnership’s funds,

and indemnifying the Partnership against loss resulting from fraud, theft, dishonesty and other wrongful acts of such persons. The Partnership shall carry or cause to be carried on its behalf with companies acceptable to the Board all property, liability (including, without limitation, product, general and employee medical liability) and workmen’s compensation insurance as shall be required under applicable mortgages, leases, agreements and other instruments and statutes or as may be required by the Board, but never in amounts less than those agreed upon by the Board.

ARTICLE 6

BOOKS AND RECORDS, AUDITS, ETC.

6.1. Books; Statements. The Partnership shall keep accurate, full and complete books and accounts showing its assets and liabilities, operations, transactions and financial condition. The Board shall determine the methods to be used in the preparation of financial statements and federal, state and municipal income and other tax or information returns for the Partnership, in connection with all items of income and expense, including, but not limited to, valuation of assets, the method of depreciation, elections, credits and accounting procedures.

6.2. Other Information. The Partnership shall make available to each Partner such information and financial statements in addition to the foregoing as shall be required by either of them in connection with the preparation of tax returns, financial statements and other documents required to be filed under foreign or federal laws and shall cooperate in the preparation of any such documents.

6.3. Fiscal and Tax Year. The fiscal year and taxable year of the Partnership shall be April 1 through March 31, unless the Partners shall hereafter in writing agree otherwise; the Partnership may, however, prepare annual financial information as of any date convenient for the Partners and their affiliates.

ARTICLE 7

ALLOCATIONS OF GROSS INCOME, NET PROFIT

AND NET LOSS

7.1. Basic Allocation Provisions.

7.1.1. Certain Definitions. (a) The term “Gross Income” means the gross income, the term “Net Profit” means the

taxable income, and the term “Net Loss” means the taxable loss, in each case, as determined for federal income tax purposes for the relevant. period, with the following adjustments:

(i) items of gain, loss and deduction shall be computed based upon the Carrying Value (as hereinafter defined) of each of the Partnership’s assets rather than upon the asset’s adjusted basis for federal income tax purposes;

(ii) any tax-exempt income received by the Partnership shall be deemed for these purposes only to be an item of Gross Income;

(iii) the amount of any adjustment to the Carrying Value of any asset of the Partnership pursuant to section 743 of the Code shall not be taken into account;

(iv) any expenditure of the Partnership described in section 705(a)(2)(B) of the Code and any expenditure, considered to be an expenditure described in section 705(a)(2)(B) of the Code pursuant to the Treasury Regulations under section 704(b) of the Code (each such expenditure a “Section 705(a)(2)(B) Expenditure”) shall be treated as a deductible expense;

(v) any percentage depletion in respect of an item of depreciable property of the Partnership which exceeds the adjusted tax basis of such property (“Excess Percentage Depletion”) shall be excluded from the computation of Net Profit and Net Loss; and

(vi) any Gross Income, gain, loss, deduction or Section 7.05(a)(2)(B) Expenditure allocated to the Partners pursuant to Section 7.4 hereof shall be excluded from the computation of Net Profit and Net Loss.

(b) “Carrying Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(i) the initial Carrying Value of any asset contributed to the Partnership shall be such asset’s gross fair market value at the time of such contribution;

(ii) if the Partnership elects to adjust the Capital Account balances of the Partners to reflect the fair market value of the Partnership’s assets in accordance with Treasury Regulation section 1.704-1(b)(2)(iv)(f), the Carrying Values of all Partnership assets shall be adjusted to equal their respective gross fair market values at the time of such election; and

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(iii) if the Carrying Value of an asset has been determined pursuant to clause (i) or (ii) of this Section 7.1.1(b), such Carrying Value shall thereafter be adjusted in the same manner as would the asset’s adjusted basis for federal income tax purposes.

(c) “Quarterly Preference Amount” with respect to a Partner for a calendar quarter means the product of (i) 1.75%, and (ii) the positive amount, if any, by which (A) the sum of the amount of cash and the initial Carrying Value of any assets contributed to the Partnership by such Partner pursuant to Section 4.1 or Section 4.3 hereof on or before the last day of such quarter, less the liabilities of the Partner assumed by the Partnership in connection with any such contribution, plus the aggregate Quarterly Preference Amount with respect to such Partner for all calendar quarters preceding such quarter, exceeds (B) the aggregate amount of cash distributions, and the aggregate value of property distributions, received by such Partner from the Partnership pursuant to Section 4.4, Section 9.3 or Section 9.4 hereof on or before the last day of such quarter; provided, however, that appropriate adjustment shall be made to the calculation of a Partner’s Quarterly Preference Amount to reflect contributions of cash or property, and/or distributions of cash or property, occurring during the calendar quarter for which such Quarterly Preference Amount is being determined.

(d) “Untaxed Preference Amount” of a Partner means, at any given date, the excess, if any, of the aggregate of such Partner’s Quarterly Preference Amounts with respect to calendar quarters ending on or before such date, over the amount by which (i) the aggregate amount of Net Profit previously allocated to such Partner pursuant to Section 7.1.2(b) hereof, exceeds (ii) the aggregate amount of Excess Depletion previously allocated to such Partner (pursuant to Section 7.2.2 hereof) with respect to Gross Income underlying such Net Profit.

7.1.2. Allocation of Net Profit. Net Profit of the Partnership for each fiscal year shall, after giving effect to all Capital Account adjustments attributable to contributions and distributions made during such year, be allocated among the Partners as follows:

(a) First, to the Partners, in an amount not exceeding their aggregate negative Capital Account balances (i) first, so as to cause their respective negative Capital Account balances to be in the same proportions as are their respective Percentage Interests, and (ii) thereafter, in accordance with their respective Percentage Interests;

(b) Second, to the Partners, in proportion to their respective untaxed Preference Amounts (determined as of the end of such year), until the Net Profit so allocated, less the amount of Excess Depletion allocable to the Partners (pursuant to Section 7.2.2 hereof) with respect to the Gross Income underlying such Net Profit, equals their aggregate Untaxed Preference Amounts (as so determined); and

(c) Third, to the Partners in accordance with their respective Percentage Interests.

7.1.3. Allocation of Net Loss. Net Loss of the Partnership for each fiscal year shall, after giving effect to all Capital Account adjustments attributable to contributions and distributions made during such year, be allocated among the Partners as follows:

(a) First, to the Partners, in an amount not exceeding the amount of Net Profit, if any, theretofore allocated pursuant to clause (i) to Section 7.1.2(a), in proportion to the respective amounts, if any, so allocated; and

(b) Second, to the Partners in accordance with their respective Percentage Interests.

7.2. Tax Allocation Provisions.

7.2.1. In General. For income tax purposes, all items of Gross Income, gain, loss, deduction and Section 705(a)(2)(B) Expenditure for a fiscal year (other than items allocated pursuant to Section 7.2.2 or Section 7.2.3.) hereof shall be allocated to the Partners in the same manner as is the Partnership’s Net Profit or Net Loss for such year; provided, however, that, if the Carrying Value of any property of the Partnership differs from its adjusted basis for federal income tax purposes, then items of gain, loss and deduction the amount of which is affected by such adjusted basis (other than items allocated pursuant to Section 7.2.2) shall be allocated among the Partners in a manner that takes account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under section 704(c)(1)(A) of the Code and the Treasury Regulations thereunder.

7.2.2. Excess Depletion. Excess Depletion, if any, for a fiscal year shall, pursuant to Treasury Regulation section 1.704-1(b)(4)(iii), be allocated in accordance with the allocation of Gross Income for such year.

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7.2.3. Special Allocations. Allocations pursuant to Section 7.4 of items of Gross Income, gain, loss, deduction, and Section 705(a)(2)(B) Expenditure of the Partnership shall, except as otherwise required by Treasury Regulations under section 704(b) of the Code, consist of a pro rata portion of each item of Gross Income, gain, loss, deduction, and Section 705(a)(2)(B) Expenditure of the Partnership, as appropriate, for such fiscal year.

7.2.4. Credits. Any credits of the Partnership shall be allocated among the Partners in accordance with their respective Percentage Interests.

7.3. Other Tax Matters.

7.3.1. Designation of Tax Matters Partner. (a) GFMC shall be the tax matters partner (the “TMP”) of the Partnership within the meaning of section 6231(a)(7) of the Code. The TMP shall not extend the statute of limitations on behalf of the Partnership, select the Partnership’s choice of litigation forum in a tax controversy or take any other action in its capacity as TMP without the consent of the other Partners. The TMP shall keep the other Partners fully advised of the progress of any audit and shall supply the other Partners with copies of any written communications received from the Internal Revenue Service or other taxing authority relating to any audit within ten days after receipt thereof, and shall at least five business days prior to submitting any materials to the Internal Revenue Service, or other taxing authority, provide such materials to the other Partners. The TMP shall be reimbursed by the Partnership for any reasonable expenses incurred in its capacity as TMP.

(b) Nothing in this Section 7.3.1 is intended to authorize the TMP to take any action that is left to the determination of a Partner under sections 6222 through 6233 of the Code.

7.3.2. Compliance with Treasury Regulations. The provisions of this Article 7 and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation sections 1.704-1(b) and 1.704-1T(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations.

7.4. Special Allocation Provisions.

7.4.1. Certain Definitions. (a) “Minimum Gain” for the Partnership means the amount determined by computing with respect to each non-recourse liability of the Partnership

the amount of Net Profit, if any, that would be realized by the Partnership if it disposed of the property securing such liability in full satisfaction thereof, and by then aggregating the amounts so computed.

(b) “Share of Minimum Gain” means, for each Partner, the excess, if any, of (i) the sum of the aggregate Non-Recourse Deductions allocated to such Partner (and such Partner’s predecessors in interest), cumulatively from the inception of the Partnership, and the aggregate distributions to such Partner (and such Partner’s predecessors in interest), cumulatively from the inception of the Partnership, of proceeds of a non-recourse liability that are allocable to an increase in Partnership Minimum Gain, over (ii) the sum of such Partner’s (and such Partner’s predecessors’) aggregate share (determined as described below) of any net decreases in Partnership Minimum Gain, cumulatively from the inception of the Partnership. For purposes of this Section 7.4: (a) a deduction shall constitute a “Non-Recourse Deduction” if, and to the extent that, at the time such item was incurred it increased the amount of the Partnership’s Minimum Gain; (b) a Partner’s share of the net decrease in Partnership Minimum Gain during a taxable year shall be an amount that bears the same relation to the net decrease in Minimum Gain during such year as such Partner’s Share of Minimum Gain at the end of the prior taxable year (or if later at the time immediately following the last time that the capital accounts of the Partners are increased pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) or (r) to reflect the revaluation of Partnership property subject to one or more non-recourse liabilities of the Partnership) bears to the amount of Minimum Gain at the end of such prior taxable year (or such later date); (c) a Partner’s share of any decrease in Partnership Minimum Gain resulting from a revaluation of Partnership property equals the amount of the increase in such Partner’s Capital Account attributable to such revaluation to the extent of the reduction in Minimum Gain caused by such revaluation; (d) in determining the net increase or decrease in Partnership Minimum Gain during any Partnership taxable year in which the Capital Accounts of the Partners are increased pursuant to a revaluation of Partnership property subject to one or more non-recourse liabilities of the Partnership, any decrease in Partnership Minimum Gain attributable to each such revaluation shall be added back to the net decrease or increase otherwise determined; and (e) a distribution to a Partner by the Partnership that is allocable to the proceeds of any non-recourse liability of the Partnership is allocable to an increase in the Partnership Minimum Gain to the extent of the amount of the net increase, if any, in Partnership Minimum Gain for such taxable year that is allocated to such non-recourse liability under Treasury Regulation Section 1.704-1T(b)(4) (iv)(g)(2).

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(c) “Partner Minimum Gain” means Minimum Gain that would result if all partner non-recourse debt, as defined in Treasury Regulation Section 1.704-1T(b)(4)(iv)(k)(4) (“Partner Non-Recourse Debt”), were treated as non-recourse liabilities of the Partnership and the Partnership had no other non-recourse liabilities.

(d) “Share of Partner Minimum Gain” means, for each Partner, such Partner’s Share of Minimum Gain that would result if all Partner Non-Recourse Debt were treated as non-recourse liabilities of the Partnership and the Partnership had no other non-recourse liabilities.

7.4.2. Minimum Gain Chargeback. Notwithstanding any other provisions in this Agreement to the contrary, if in any fiscal year there is a net decrease in the amount of the Partnership’s Minimum Gain or in the amount of Partner Minimum Gain, each Partner shall be allocated income and gain (including Gross Income) for such year or other period (and, if necessary, for subsequent years) in proportion to, and to the extent of, an amount equal to the greater of (i) the portion of such Partner’s share of the net decrease in Minimum Gain or Partner Minimum Gain during such year or period that is allocable to the disposition of Partnership property subject to one or more non-recourse liabilities of the Partnership (including Partner Non-Recourse Debt), or (ii) the negative balances (computed with the adjustments described below) in such Partner’s Capital Accounts at the end of such year (prior to any allocation pursuant to Section 7.1, Section 7.4.3, the last sentence of Section 7.4.4 or the last sentence of Section 7.4.5). In determining a Partner’s negative Capital Account balance for purposes of this Section 7.4.2, a Partner’s Capital Account balance shall be increased by the amount, if any, that such Partner is obligated to restore to the Partnership upon liquidation and shall be decreased by the amounts of any net allocations, distributions or other items specified in the first sentence of Section 7.4.3 that, as of the end of the taxable year, are reasonably expected to be made to such Partner. For purposes of this Section 7.4.2 and Section 7.4.3, the amount that a Partner may be obligated to contribute to the Partnership upon liquidation shall be considered to include: (a) such Partner’s allocable share (as determined under section 752 of the Code) of any recourse indebtedness of the Partnership which could not be repaid out of the Partnership’s assets if all such assets were sold at their respective Carrying Values; (b) any unconditional obligation of such Partner to contribute additional amounts to the capital of the Partnership in the future (to the extent not previously taken into account in determining such Partner’s share of recourse liabilities of the Partnership); (c) such Partner’s Share of Minimum Gain; and (d) such Partner’s Share of Partnership

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Minimum Gain. In the event any items of income and gain (including Gross Income) of the Partnership are reallocated to a Partner pursuant to the first sentence of this Section 7.4.2, subsequent items of loss, deduction, or Section 705(a)(2)(B) Expenditure of the Partnership shall be allocated (prior to any allocation pursuant to Section 7.1, but subject to Section 7.4.4) to the Partners in a manner designed to result in each Partner having a Capital Account balance equal to what it would have been had the reallocation of items of income and gain (including Gross Income) pursuant to the first sentence of this Section 7.4.2 not occurred. Allocations of income and gain (including Gross Income) made pursuant to this Section 7.4.2 shall be made with respect to Partnership Minimum Gain prior to any allocation made pursuant to this Section 7.4.2 with respect to Partner Minimum Gain.

7.4.3. Oualified Income Offset. Notwithstanding any other provision in this Agreement (other than Section 7.4.2), if (i) during any fiscal year a Partner (a) is allocated pursuant to section 706(d) of the Code or Treasury Regulation section 1.751-1(b)(2)(ii) any items of loss, deduction or Section 705(a)(2)(B) Expenditure, (b) is distributed any cash or property from the Partnership to the extent such distributions exceed offsetting increases to such Partner’s Capital Account that are reasonably expected to occur during such year, or (c) receives any other adjustment, allocation or distribution described in Treasury Regulation section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) and, as a result of such adjustment, allocation or distribution, such Partner has a Qualified Income Offset Amount, then (ii) items of income and gain (including Gross Income) for such fiscal year (and, if necessary, subsequent years), shall (prior to any allocation pursuant to Section 7.1, the last sentence of Section 7.4.4 or the last sentence of Section 7.4.5, but subsequent to any allocation pursuant to Section 7.4.2) be allocated to such Partner in an amount equal to his Qualified Income Offset Amount. As used herein, the term “Qualified Income Offset Amount” for a Partner means the excess, if any, of (x) the negative balance in a Partner’s Capital Account immediately after the adjustment, allocation or distribution described in clause (i) of the preceding sentence (but without regard to any allocation pursuant to clause (ii) of the preceding sentence), over (y) the maximum amount that such Partner may be obligated to contribute to the Partnership upon liquidation as determined pursuant to the third sentence of Section 7.4.2. In the event any items of income and gain (including Gross Income) of the Partnership are reallocated to a Partner pursuant to the first sentence of this Section 7.4.3, subsequent items of loss, deduction or Section 705(a)(2)(B) Expenditure of the Partnership shall be allocated (prior to any allocation

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pursuant to Section 7.1, but subject to Sections 7.4.4 and 7.4.5) to the Partners in a manner designed to result in each Partner having a Capital Account balance equal to what it would have been had the reallocation of items of income and gain (including Gross Income) pursuant to the first sentence of this Section 7.4.3 not occurred.

7.4.4. Limitations on Loss Allocation. Notwithstanding the provisions of Section 7.1.4, in no event shall Net Loss (or items thereof) of the Partnership be allocated to a Partner if such allocation would result in such Partner having a Qualified Income Offset Amount. Any allocation to a Partner which is prevented by the operation of the preceding sentence shall be reallocated in accordance with Section 7.1.4, subject to the subsequent provisions of this Section 7.4.4. For purposes of this Section 7.4.4, the determination of whether an allocation of Net Loss (or items thereof) would produce a Qualified Income Offset Amount for a Partner shall be made after reducing the Partner’s Capital Account by the amounts of any adjustment, allocation or distribution described in clause (i) of the first sentence of Section 7.4.3 that, as of the end of the fiscal year, are reasonably expected to be made to the Partner. In the event any Net Loss of the Partnership is reallocated from a Partner pursuant to the first sentence of this Section 7.4.4, subsequent items of income and gain (including Gross Income) will first be allocated (subject to Sections 7.4.2 and 7.4.3) to the Partners in a manner designed to result in each Partner having a Capital Account balance equal to what it would have been had the reallocation pursuant to the first sentence of this Section 7.4.4 not occurred.

7.4.5. Allocation of Partner Non-Recourse Deductions. Items of loss, deduction and Section 705(a)(2)(B) Expenditures attributable, under Treasury Regulation section 1.704-1T(b)(4)(iv)(h), to Partner Non-Recourse Debt shall (prior to any allocation pursuant to Section 7.1, but subject to the provisions of Section 7.4.4) be allocated, as provided in Treasury Regulation section 1.704-1T(b)(4)(iv)(h), to the Partners in accordance with the ratios in which they bear the economic risk of loss for such debt. In the event any items of loss, deduction and Section 705(a)(2)(B) Expenditure of the Partnership are allocated pursuant to the first sentence of this Section 7.4.5, subsequent items of income and gain (including Gross Income) shall (prior to any allocation pursuant to Section 7.1, and subject to Sections 7.4.2 and 7.4.3) be allocated to the Partners in a manner designed to result in each Partner having a Capital Account balance equal to what it would have been had the reallocation pursuant to the first sentence of this Section 7.4.5 not occurred.

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ARTICLE 8

ASSIGNMENT AND RIGHTS TO

SALE OF INTEREST

8.1. Consent Required. Except as provided in this Agreement, without the prior written consent of the other Partner (which may be withheld for any or no reason), no Partner, or any assignee or successor in interest of any Partner, shall (voluntarily or involuntarily) sell, assign, give, pledge, hypothecate, encumber or otherwise transfer its interest in the Partnership (including a transfer pursuant to a foreclosure sale of any of the assets of a Partner), or in any part thereof, except that a Partner may sell, assign or otherwise transfer its interest in the Partnership to any of its Affiliates without such prior written consent.

8.2. Other Assignment Void. Any purported assignment or transfer of an interest in the Partnership not permitted by this Article 8 shall be null and void and have no effect whatsoever.

ARTICLE 9

DISSOLUTION

9.1. Right to Dissolve the Partnership. The Partnership shall continue until dissolved and terminated pursuant to the terms of this Agreement. No Partner shall have the right to terminate this Agreement or dissolve the Partnership by its express will or by withdrawal without the express written consent of the other Partners or the Board as herein set forth. The Partnership shall dissolve at any time upon the agreement of a majority of the Partners or the approval of a majority of the Board.

9.2. Winding up of the Partnership. Upon dissolution of the Partnership, the Partnership’s business shall be wound up and all its assets distributed in liquidation; provided, however, that the Businesses of the Partnership shall be operated in the normal course of events during the winding up period (except for sales of assets of the Businesses, or parts thereof, as approved by the Board). Upon dissolution, the Partnership shall continue to act through the Board or an Officer designated by the Board.

9.3. Distributions of Cash; Allocations. Upon the dissolution of the Partnership for any reason, during the period of liquidation and until termination of the Partnership, the Partners shall continue to receive the cash and/or other property and to share profits and losses for all tax and other purposes as provided elsewhere in this Agreement.

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9.4. Distribution of Proceeds of Liquidation. Regardless of the capital and undistributed earnings accounts of the Partners or their shares of profits and losses or their respective rights to receive distributions, the proceeds from liquidation shall be applied and distributed in the following order of priority:

(a) First, to the payment of (i) debts and liabilities of the Partnership, except loans or advances that may have been made by any of the Partners to the Partnership, and (ii) expenses of liquidation;

(b) Second, to the setting up of any reserves which the Board may deem necessary for any contingent or unforeseen liabilities or obligations of the Partnership or of the Partners arising out of or in connection with the Partnership. Such reserves may be paid over by the Partners to a bank or trust company acceptable to the Board to be held in escrow for the purpose of disbursing such reserves in payment of any of the aforementioned liabilities or obligations, and, at the expiration of such period as the Board shall deem advisable, distributing the balance, if any, thereafter remaining, in the manner hereinafter provided;

(c) Third, to the repayment of any other loans that may have been made by any of the Partners to the Partnership; and

(d) Fourth, any balance remaining shall be distributed to the Partners in accordance with their respective positive Capital Account balances.

No Partner shall be obliged to restore any negative balance in its Capital Account.

If a liquidating distribution is to be made at a time when there is a material difference between the aggregate Carrying Values and the aggregate fair market values of the Partnership’s properties, each Partner’s Capital Account shall be adjusted immediately before the distribution to reflect a revaluation of the Partnership’s properties to their respective fair market values in accordance with the provisions of Treasury Regulation section 1.704-1(b)(2)(iv)(f)(5).

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ARTICLE 10

MISCELLANEOUS

10.1. Notices. All notices and other communications under this Agreement shall be in writing and shall be considered given when delivered, if hand delivered, delivered by facsimile transmission, or mailed by prepaid registered mail, return receipt requested, to the parties at the address given below (or at such other address as a party may specify by notice pursuant to this provision):

(a) If to CFI or CER, to:

1500 Southwest First Avenue Suite 500

Portland, Oregon 97201

Attention: William B. Freck

(b) If to GFMC, to:

1687 Cole Boulevard

P.O. Box 4014

Golden, Colorado 80402-4014

Attention: Stephen E. Flechner

10.2. Additional Documents and Acts. In connection with this Agreement, as well as all transactions contemplated by this Agreement, each Partner agrees to execute and deliver such additional documents and instruments, and to perform such additional acts, as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement, and all such transactions. All approvals of either party hereunder shall be in writing.

10.3. Interpretation. This Agreement and the rights and obligations of the parties shall be construed in accordance with and governed by the laws of the State of Delaware applicable to agreements made and to be performed wholly within such jurisdiction.

10.4. Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

10.5. Entire Agreement. This instrument contains all of the understandings and agreements of whatsoever kind and nature existing between the parties hereto with respect to this Agreement and the rights, interests, understandings, agreements and obligations of the respective parties pertaining to the Partnership.

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10.6. References of this Agreement. Numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement unless otherwise expressly stated.

10.7. Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

10.8. Binding Effect. Except as herein otherwise expressly stipulated to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties signatory hereto, and their respective successors and assigns.

10.9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and each of which shall constitute one and the same Agreement.

10.10. Amendments. This Agreement may not be amended, altered or modified except by a written instrument signed by each of the Partners.

10.11. Severability. If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement, and such term or condition except to such extent or in such application, shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforceable to the fullest extent and in the broadest application permitted by law.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


CAVENHAM FOREST INDUSTRIES INC., a Delaware corporation

By:		/s/ George J. Holway
Title:		VP


CAVENHAM ENERGY RESOURCES INC., a Delaware corporation

By:		/s/ George J. Holway
Title:		VP


GOLD FIELDS MINING CORPORATION, a Delaware corporation

By:		/s/ George J. Holway
Title:		VP

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EXHIBIT A

Initial Members of the Board of the Partnership

William C. Bleimeister

Russell A. Carson

George H. Hempstead, III

Robert C. Stift

John H. Wimberly

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EX-3.177 144 d358187dex3177.htm EX-3.177 EX-3.177

Exhibit 3.177

CERTIFICATE OF FORMATION

EL SEGUNDO COAL RESOURCES, LLC

The name of the limited liability company is El Segundo Coal Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 27^th day of December 2006.

/s/ Bryan L. Sutter

Bryan L. Sutter, Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

EL SEGUNDO COAL RESOURCES, LLC

The name of the limited liability company is:

El Segundo Coal Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is El Segundo Employment Company, LLC.”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 13^th of September, 2007.


Peabody Natural Resources Company, its Sole Member

By:		/s/ John F. Quinn, Jr.
		John F. Quinn, Jr.
		Its: Vice President

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

EL SEGUNDO EMPLOYMENT COMPANY, LLC

The name of the limited liability company is:

El Segundo Employment Company, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is New Mexico Employment Resources, LLC.”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 30^th day of January, 2008.


New Mexico Coal Resources, LLC its Sole Member

By:		/s/ Jeffery L. Klinger
		Jeffery L. Klinger
		Its: Assistant Secretary

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

NEW MEXICO EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

New Mexico Employment Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody New Mexico Services, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 24th day of June, 2009.


New Mexico Coal Resources, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Its: Vice President & Assistant Secretary

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is PEABODY NEW MEXICO SERVICES, LLC




By:		/s/ Kenneth L. Wagner
		Authorized Person


Name:		Kenneth L. Wagner
		Print or Type

EX-3.178 145 d358187dex3178.htm EX-3.178 EX-3.178

Exhibit 3.178

SECOND AMENDED and RESTATED LIMITED LIABILITY COMPANY AGREEMENT

NEW MEXICO EMPLOYMENT RESOURCES, LLC

THIS SECOND AMENDED and RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of New Mexico Employment Resources, LLC (the “LLC”), dated as of February 1, 2008, is made by New Mexico Coal Resources, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on January 30, 2008 which changed to LLC’s name from “El Segundo Employment Company, LLC” to “New Mexico Employment Resources, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be New Mexico Employment Resources, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7.	INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

Upon the dissolution of the LLC, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested in the Member, which shall have full power and

authority to sell, assign and encumber any and all of the LLC’s assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority:

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


New Mexico Coal Resources, LLC

By:		/s/ John F. Quinn, Jr.


Name:		John F. Quinn, Jr.
Its: Vice President

Being the Sole Member of New Mexico Employment Resources, LLC

EX-3.179 146 d358187dex3179.htm EX-3.179 EX-3.179

Exhibit 3.179

CERTIFICATE OF FORMATION

FIELDS EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is Fields Employment Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.




By:		/s/ Edward L. Sullivan
		Edward L. Sullivan
		Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

FIELDS EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

Fields

Employment Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The

name of the limited liability company is Peabody Operations Holding, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 10^th day of December, 2008.


Peabody Investments Corp. its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
Its:		Vice President, Assistant General
		Counsel and Assistant Secretary

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is PEABODY OPERATIONS HOLDING, LLC



By:		/s/ Kenneth L. Wagner
		Authorized Person


Name:		Kenneth L. Wagner
		Print or Type

EX-3.180 147 d358187dex3180.htm EX-3.180 EX-3.180

Exhibit 3.180

LIMITED LIABILITY COMPANY AGREEMENT of

PEABODY OPERATIONS HOLDING, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Operations Holding, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Investments Corp., a Delaware corporation (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Delaware Limited. Liability Company Act (the “Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State on November 14, 2008;

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 10, 2008 which changed the LLC’s name from “Fields Employment Resources, LLC” to “Peabody Operations Holding, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Operations Holding, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7. INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

7.3. Other Rights

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Investments Corp.

By:		/s/ Kenneth L. Wagner
Name:		Kenneth L. Wagner
Its:		Vice President, Assistant General Counsel and Assistant Secretary

Being the Sole Member of Peabody Operations Holding, LLC

EX-3.181 148 d358187dex3181.htm EX-3.181 EX-3.181

Exhibit 3.181

CERTIFICATE OF INCORPORATION

POWDER RIVER COAL COMPANY

FIRST: The name of the corporation is

POWDER RIVER COAL COMPANY

SECOND: Its registered office in the State of Delaware is located at 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name and address of its registered agent is The Corporation Trust Company, 100 West Tenth Street, Wilmington, Delaware.

THIRD: The nature of the business, or purposes to be conducted or promoted, are:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

Without limiting the generality of the foregoing, to engage in the business of mining, extracting, recovering and removing coal; to construct, own and operate all necessary facilities; and to do all things necessary or convenient in connection therewith.

To conduct its business in all or any of its branches in the State of Delaware and in any or all other states, territories or possessions of the United States of America and the District of Columbia, and in any or all foreign countries, to have one or more offices within or outside the State of Delaware, and to enter into partnership, joint venture or similar arrangements to engage in any of the foregoing activities.

FOURTH: The corporation shall have authority to issue 1,000 shares of common stock with a par value of $100.00 per share. The minirum capital with which the corporation will commence business is One Thousand Dollars ($1,000.00).

FIFTH: The name and mailing address of the incorporator is as follows:


Marvin O. Young		301 North Memorial Drive
		St. Louis, Missouri 63102

SIXTH: The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.

SEVENTH: The corporation is to have perpetual existence.

EIGHTH: The number of directors shall be fixed by the by-laws.

NINTH: The power to make, alter and repeal by-laws of the corporation is conferred upon the board of directors.

TENTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the Incorporator hereinabove named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of rmlaware, doei make this certificate, hereby declaring and certifying that the facts herein stated are true, this 14th day of November, 1972.

/s/ Marvin O. Young

Marvin O. Young

STATE OF MISSOURI )

) SS,

CITY OF ST. LOUIS )

BE IT REMEMBERED, that on this 14th day of November, 1972, personally came before me, a Notary Public for the State of Missouri, Marvin O. Young, the party to the foregoing certificate of incorporation, known to me personally to be such, and acknowledged the said certificate to be his free act and deed and that the facts therein stated are true.

GIVEN under my hand and seal of office the day and year aforesaid.

/S/ [STAMP]

Notary Public

2 -

CERTIFICATE OF AMENDMENT

CERTIFICATE OP INCORPORATION

n n n n n n

POWDER RIVER COAL COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the board, adopted a resolution proposing and declaring advisable an amendment to the Certificate of Incorporation of said corporation as follows:

RESOLVED, That this Board of Directors considers the amendment of the Company’s Certificate of Incorporation by the addition thereto after paragraph “TENTH” of a new paragraph numbered “ELEVENTH” and reading as set forth below to be advisable and in accordance with the desire of the Company’s sole stockholder that the personal liability of the Company’s directors be eliminated or limited except in certain specified instances:

ELEVENTH: A director of this corporation shall under no circumstances have any personal liability to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for those specific breaches and acts or omissions with respect to which the Delaware General Corporation Law expressly provides that this provision shall not eliminate or limit such personal liability of directors.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said POWDER RIVER COAL COMPANY has caused this certificate to be signed by F. L. Barkofske, its Vice President, and attested by J. J. Gazzoli, its Secretary, this 17th day^-of November, 1986.



By:		/s/ F. L. Barkofske
		F. L. Barkofske, Vice President


[Seal]

By:		/s/ J.J. Gazzoli
		J. J. Gazzoli, Secretary

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

POWDER RIVER COAL COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the board, adopted a resolution proposing and declaring advisable an amendment to the Certificate of Incorporation of said corporation as follows:

RESOLVED, That the Certificate of Incorporation of the Company be amended by the addition thereto after paragraph “Fourth” of a new paragraph reading as follows:

“That the presently authorized and issued two shares of capital stock of the Company be changed and split up on the basis of three hundred shares without a par value for each issued and outstanding share with a par value of $100 per share for a total of 600 shares to be issued and outstanding; and that the remaining authorized and unissued shares with a par value of $100 per share be changed into 400 shares without a par value.”

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of sections 242 and 228 of the General Corporation Law of the State of Delawaie.

IN WITNESS WHEREOF, said POWDER RIVER COAL COMPANY has caused this certificate to be signed by J. F. Lake, its President, and attested by T. L. O’Connor, it Secretary, this 19^th day of October, 1987.

(SEAL)


By		/s/ J. F. Lake
		J. F. Lake, President

ATTEST:


By:		/s/ T. L. O’Connor
		T. L. O’Connor, Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

ROCHELLE COAL COMPANY

INTO

POWDER RIVER COAL COMPANY

POWDER RIVER COAL COMPANY, N corporation organized and existing under and by virtue of the General Corporation Law of Delaware.

DOES IIEREUV CERTIFY:

FIRST; That this corporation was incorporated on the 16^th day of November, 1972. pursuant to the General Corporation Law of the State of Delaware.

SECOND: Thai this corporation owns all of the outstanding shares of all classes of stock of Rochelle Coal Company. a corporation incorporated on the 9^th day of May, 1983. pursuant to the General Corporation Law of the State of Delaware.

THIRD: That this corporation. by the following resolutions or its Board of Directors, duly adopted by unanimous written consent of its members filed with the minutes of the Board on the 14th day of January, 1996 determined to and did merge into itself said Rochelle Coal Company.

RESOLVED, that Powder River Coal Company merge, and it hereby does merge into itself said Rochelle Coal Company and assumes all its obligations; and

FURTHER RESOLVED, that the merger shall become effective on Jan. 1, 1996

FURTHER RESOLVED. that the proper officer of this corporation he and he or she is hereby directed to make and execute a Cenificate of Ownership and Merger setting forth a copy of the resolutions to merge said Rochelle Coal Company and assume its liabilities and obligations, and the date of adoption thereof. and to cause the same to be tiled with the Secretary at State and to do all acts and things whatnye vet^-, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger; and

FOURTH: That this corporation survives the merger and may be served with process in the Slate of Delaware in any proceeding for enforcement of any obligation of Rochelle Coal Company as

well as for enforcement of any obligation of the surviving corporation arising from the merger, including any suit or other proceeding to enforce the right of any stockholder as determined in appraisal proceedings pursuant to the provisions of Section 262 of Title 8 of the Delaware Code, and it does hereby irrevocably appoint the Secretary of State of Delaware as its agent to accept service of process in any such suit or other proceeding. The address to which a copy of such process shall be mailed by the Secretary of State of Delaware is Caller Box 3034, Gillette, Wyoming 82717-3034 until the surviving corporation shall have hereafter designated in writing to the said Secretary of State a different address for such purpose. Service of such process may be made by personally delivering to and leaving with the Secretary of State of Delaware duplicate copies of such process, one of which copies the Secretary of State of Delaware shall forthwith send by registered mail to Powder River Coal Company at the above address.

FIFTH: Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of Powder River Coal Company at any time prior to the date of filing the merger with the Secretary of State.

IN WITNESS WHEREOF, said Powder River Coal Company has caused this Certificate to be signed by Peter B. Lilly, its Chairman of the Board of Directors, this 1st day of January, 1996.


POWDER RIVER COAL COMPANY

By:		/s/ Peter B. Lilly
		Peter B. Lilly
		Chairman of the Board of Directors

CERTIFICATE OF MERGER

TRINITY MINING COMPANY

INTO

POWDER RIVER COAL COMPANY

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:


NAME		STATE OF INCORPORATION
POWDER RIVER COAL COMPANY		DELAWARE
TRINITY MINING COMPANY		DELAWARE

SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation of the merger is Powder River Coal Company.

FOURTH: That the Certificate of Incorporation of Powder River Coal Company, a Delaware corporation

which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH: That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation, the address of which is Caller Box 3034, Gillette, Wyoming 82717-3034.

SIXTH: That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH That this Certificate of Merger shall be effective on January 1, 1996

Dated: January 1, 1996


POWDER RIVER COAL COMPANY

By:		/s/ Peter B. Lilly
		Peter B. Lilly
		Chairman of the Board of Directors

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

RAWHIDE COAL COMPANY

INTO

POWDER RIVER COAL COMPANY

POWDER RIVER COAL COMPANY, a corporation organized and existing under the laws of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 16th day of November, 1972, pursuant to the General Corporation Law of the State of Delaware.

SECOND: That this corporation owns all ten (10) shares of the outstanding shares of common stock of Rawhide Coal Company, a corporation incorporated on the 12th day of September, 1994, pursuant to the General Corporation Law of the State of Delaware,

THIRD: That this corporation, by the following resolutions of their Board of Directors, duly adopted by unanimous written consent of its members, filed with the minutes of the Board on September 2, 1997.

RESOLVED, that POWDER RIVER COAL COMPANY, a Delaware corporation merge, and does hereby merge into itself said RAWHIDE COAL COMPANY and assumes all its obligations; and

FURTHER RESOLVED, that the merger shall be effective upon the date of filing with the Secretary of State of Delaware.

FURTHER RESOLVED, that the proper officer of this Corporation be and he or she is hereby directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said RAWHIDE COAL COMPANY, and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger; and

IN WITNESS WHEREOF, said POWDER RIVER COAL COMPANY has caused this Certificate to be signed by Thomas S. Hilton, its Vice President. this 5^th day of September, 1997.



By		/s/ T. S. Hilton
		T. S. Hilton, Vice President (Title)

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A LIMITED LIABILITY COMPANY

PURSUANT TO SECTION 266 OF THE

DELAWARE GENERAL CORPORATION LAW

The name of the Corporation is Powder River Coal Company.

The date on which the original Certificate of Incorporation was filed with the Secretary of State is November 16, 1972.

The name of the limited liability company to which the Corporation is herein being converted is Powder River Coal, LLC.

This Certificate of Conversion shall be effective immediately upon filing with the Secretary of State of Delaware.

The conversion has been approved in accordance with the provisions of Section 266 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion this 5^th day of December 2005.



By:		/s/ Joseph W. Bean
		Joseph W. Bean, Assistant Secretary

CERTIFICATE OF FORMATION

POWDER RIVER COAL, LLC

The name of the limited liability company is Powder River Coal, LLC.

The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, In the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of this 5^thMay of December 2005.



By:		/s/ Joseph W. Bean
		Joseph W. Bean, Authorized Person

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is POWDER RIVER COAL, LLC



By:		/s/ Kenneth L. Wagner
		Authorized Person


Name:		Kenneth L. Wagner
		Print or Type

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

POWER RIDER COAL, LLC

I. The name of the limited liability company is:

Powder River Coal, LLC

2. Article I of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Powder River Mining, LLC.”

3. This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 16th day of September, 2010.


Peabody Powder River Operations, LLC, its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Its: Vice President and Secretary

EX-3.182 149 d358187dex3182.htm EX-3.182 EX-3.182

Exhibit 3.182

LIMITED LIABILITY COMPANY AGREEMENT

PEABODY POWDER RIVER MINING, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Powder River Mining, LLC (the “LLC”), dated as of February 21, 2011, is made by Peabody Powder River Operations, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Powder River Mining, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the registered office of the LLC shall be:

Corporation Service Company

2711 Centerville Road

Suite 400

Wilmington, Delaware 19808

and the LLC’s registered agent at such address shall be Corporation Service Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7. INDEMNIFICATION

7.1. Indemnification

scope of the Indemnitee’s authority; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nob con tendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2. Expenses

7.3. Other Rights

the LLC and each director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or of the Member who serves in such capacity at any time while this Section 7 and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any Claim then or theretofore existing, or any Claim thereafter brought or threatened based in whole or in part on any such state of facts.

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. ASSIGNMENT OF MEMBERSHIP INTEREST

10. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

11. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Powder River Operations, LLC, its sole Member

	By:	/s/ Kenneth L. Wagner
	Name: Kenneth L.Wagner
	Its: Vice President and Secretary

Being the Sole Member of Peabody Powder River Mining, LLC

EX-3.183 150 d358187dex3183.htm EX-3.183 EX-3.183

Exhibit 3.183

CERTIFICATE OF FORMATION

POWDER RIVER RESOURCES, LLC

The name of the limited liability company is Powder River Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Powder River Resources, LLC this 27^th day of June 2005.



By: /s/ Bryan L. Sutter
		Authorized Person
Name:		Bryan L. Sutter

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

POWDER RIVER RESOURCES, LLC

The name of the limited liability company is:

Powder River Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Powder River Resources, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 20^th day of November, 2008.


Peabody Investments Corp. its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
Its:		Assistant Secretary

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

PEABODY POWDER RIVER RESOURCES, LLC

The name of the limited liability company is:

Peabody Powder River Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Powder River Operations, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 10^th day of December, 2008.


Peabody Operations Holding, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
Its:		Assistant Secretary

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is PEABODY POWDER RIVER OPERATIONS, LLC



By:		/s/ Kenneth L. Wagner
		Authorized Person
Name:		Kenneth L. Wagner
		Print or Type

EX-3.184 151 d358187dex3184.htm EX-3.184 EX-3.184

Exhibit 3.184

LIMITED LIABILITY COMPANY AGREEMENT OF

POWDER RIVER RESOURCES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Powder River Resources, LLC, (the “LLC”), is dated as of June 27, 2005 and made by Peabody Investments Corp., a Delaware Corporation (the “Member”).

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	LLC FORMATION, NAME, PLACE OF BUSINESS

1.1

Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “Powder River Resources, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Member promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3

Place of Business

1.4

Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1

Purposes

2.2

Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

4.	LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2 No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.4 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT

6.1 Member Management

7.	INDEMNIFICATION

7.1 Indemnification

7.2 Expenses

7.3 Other Rights

7.4 Notice

7.5 Counsel

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY INVESTMENTS CORP.

By:		/s/ Walter L. Hawkins, Jr.
		Name: Walter L. Hawkins, Jr.
		Title: VP & Treasurer

AMENDED

LIMITED LIABILITY COMPANY AGREEMENT

PEABODY POWDER RIVER OPERATIONS, LLC

THIS AMENDED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Powder River Operations, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Operations Holding, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

By: WHEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (the “Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State on June 25, 2005; and

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on November 20, 2008, which changed the LLC’s name from “Powder River Resources, LLC” to “Peabody Powder River Resources, LLC”; and

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 10, 2008, which changed the LLC’s name from “Peabody Powder River Resources, LLC” to “Peabody Powder River Operations, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

RESOLVED, the name of the LLC as of the date of this Agreement is and shall continue to be Peabody Powder River Operations, LLC;

RESOLVED, that any and all actions heretofore or hereafter taken by any officer of the Company are hereby ratified and confirmed in all respects as the act and deed of the LLC; and

RESOLVED, the remaining provisions of the Limited Liability Agreement of Midwest Coal Resources, LLC shall remain unmodified with the same full force and effect.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Operations Holding, LLC

By:		/s/ Kenneth L. Wagner
		Name: Kenneth L. Wagner
		Its: Vice President and Secretary

Being the Sole Member of

Peabody Powder River Operations, LLC

EX-3.185 152 d358187dex3185.htm EX-3.185 EX-3.185

Exhibit 3.185

CERTIFICATE OF FORMATION

WYOMING EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is Wyoming Employment Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.


By:		/s/ Edward L. Sullivan
		Edward L. Sullivan
		Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

WYOMING EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

Wyoming Employment Resources, LLC

Article I of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Wyoming Employment Resources, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 20^th day of November, 2008.


Powder River Resources, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Its: Assistant Secretary

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

PEABODY WYOMING EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

Peabody Wyoming Employment Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Powder River Services, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 10^th day of December, 2008.


Peabody Wyoming Services, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L, Wagner
		Its: Assistant Secretary

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is PEABODY POWDER RIVER SERVICES, LLC



By:		/s/ Kenneth L. Wagner
		Authorized Person
Name:		Kenneth L. Wagner
		Print or Type

EX-3.186 153 d358187dex3186.htm EX-3.186 EX-3.186

Exhibit 3.186

LIMITED LIABILITY COMPANY AGREEMENT of

PEABODY POWDER RIVER SERVICES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Powder River Services, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Wyoming Services, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on November 20, 2008 which changed the LLC’s name from “Wyoming Employment Resources, LLC” to “Peabody Wyoming Employment Resources, LLC”; and

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 10, 2008 which changed the LLC’s name from “Peabody Wyoming Employment Resources, LLC” to “Peabody Powder River Services, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Powder River Services, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7.	INDEMNIFICATION

7.1. Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager,

officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2. Expenses

7.3. Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or as approved by the Member, as a matter of law or equity, or otherwise, both as to an action in such Indemnitee’s capacity as the Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The provisions of this Section 7 shall be deemed to be a contract between the LLC and the Member and between the LLC and each director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or of the Member who serves in such capacity at any time while this Section 7 and the

relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any Claim then or theretofore existing, or any Claim thereafter brought or threatened based in whole or in part on any such state of facts.

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

Except as specifically provided in Section 7.3, the provisions of this Section 7 are for the benefit of the Indemnitees only, and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.	GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

Peabody Wyoming Services, LLC

By: /s/ Kenneth L. Wagner

Name: Kenneth L. Wagner

Its: Vice President and Secretary

Being the Sole Member of

Peabody Powder River Services, LLC

EX-3.187 154 d358187dex3187.htm EX-3.187 EX-3.187

Exhibit 3.187

CERTIFICATE OF FORMATION

Peabody PowerTree Investments, LLC

1. The name of the limited liability company is Peabody PowerTree Investments, LLC.

The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle_ The name of its registered agent at such address is The Corporation Trust Company.

This Certificate of formation shall be effective on May 30, 2003.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Peabody PowerTree Investments, LLC this 29th day of May, 2003.



		/S/ JOSEPH W. BEAN
		Joseph W. Bean, Esquire

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is PEABODY POWERTREE INVESTMENTS, LLC



By:		/s/ Kenneth L. Wagner
		Authorized Person


Name:		Kenneth L. Wagner
		Print or Type

EX-3.188 155 d358187dex3188.htm EX-3.188 EX-3.188

Exhibit 3.188

LIMITED LIABILITY COMPANY AGREEMENT OF

PEABODY POWERTREE INVESTMENTS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of PEABODY POWERTREE INVESTMENTS, LLC, (the “LLC”), is dated as of June 10, 2003 and made by Peabody Energy Corporation, a Delaware Corporation (the “Member”).

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	LLC FORMATION, NAME, PLACE OF BUSINESS

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “PEABODY POWERTREE INVESTMENTS, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Member promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be (i) for investment and (ii) to undertake any lawful transactions and engage in any lawful activity incidental to or in furtherance of the foregoing purpose or otherwise related to the energy business; and (iii) as agreed by the Member, to engage in any other lawful business, purpose or activity permitted by the Delaware LLC Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

4.	LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2 No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.4 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT

6.1 Member Management

7.	INDEMNIFICATION OF REPRESENTATIVES, COMMITTEE MEMBERS AND EMPLOYEES

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, Manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits, or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, if such lndemnitee 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence, or willful misconduct.

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the lndemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) or the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7 except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

8.	DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

The winding up of the LLC shall be completed when all of its debts, liabilities, and obligations have been paid and discharged or

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY ENERGY CORPOORATION

By:		/s/ Steven F. Schaab
		Name Steven F. Schaab,
		Title: Vice President & Treasurer

EX-3.191 156 d358187dex3191.htm EX-3.191 EX-3.191

Exhibit 3.191

CERTIFICATE OF FORMATION OF

SKY EMPLOYMENT RESOURCES, LLC

1.	The name of the limited liability company is Sky Employment Resources, LLC.

2.	The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.	This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.



By: /s/ Edward L. Sullivan
		Edward L. Sullivan Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

SKY EMPLOYMENT RESOURCES, LLC

1.	The name of the limited liability company is:

Sky Employment Resources, LLC

2.	Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows: “The name of the limited liability company is Peabody Rocky Mountain Management Services, LLC”

3.	This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware. IN WITNESS WHEREOF, the undersigned has executed this Certificate of

Amendment this 10^th day of December, 2008.


Peabody Colorado Services, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
Its:		Assistant Secretary

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF AGENT

AMENDMENT OF LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is PEABODY ROCKY MOUNTAIN MANAGEMENT SERVICES, LLC



By:		/s/ Kenneth L. Wagner
		Authorized Person


Name:		Kenneth L. Wagner
		Print or Type

EX-3.192 157 d358187dex3192.htm EX-3.192 EX-3.192

Exhibit 3.192

LIMITED LIABILITY COMPANY AGREEMENT of

PEABODY ROCKY MOUNTAIN MANAGEMENT SERVICES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody ocky Mountain Management Services, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Colorado Services, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 10, 2008 which changed the LLC’s name from “Sky Employment Resources, LLC” to “Peabody Rocky Mountain Management Services, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE F BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Rocky Mountain Management Services, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRI UTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7. INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

7.3. Other Rights

periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The provisions of this Secti^©n 7 shall be deemed to be a contract between the LLC and the Member and between the LLC and each director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or of the Member who serves in such capacity at any time while this Section 7 and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any Claim then or theretofore existing, or any Claim thereafter brought or threatened based in whole or in part on any such state of facts.

7.4. Notice

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

Upon the dissolution of the LLC, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested in the Tvlember, which shall have full power and authority to sell, assign and encumber any and all of the LLC’s assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority:

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Colorado Services, LLC

By:		/s/ Kenneth L. Wagner

Name:		Kenneth L. Wagner
Its:		Vice President and Secretary

Being the Sole Member of
Peabody Rocky Mountain Management Services, LLC

EX-3.193 158 d358187dex3193.htm EX-3.193 EX-3.193

Exhibit 3.193

CERTIFICATE OF FORMATION

WILLIAMS FORK COAL RESOURCES, LLC

The name of the limited liability company is Williams Fork Coal Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 27^th day of December 2006.

/s/ Bryan L. Sutter

Bryan L. Sutter, Authorized erson

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

WILLIAMS FORK COAL RESOURCES, LLC

The name of the limited liability company is:

Williams Fork Coal Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Colorado Employment Resources, LLC.”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 14^th day of November, 2008.

Colorado Coal Resources, LLC

its Sole Member

/s/ John F. Quinn, Jr.

By: John F. Quinn, Jr.

Its: Vice President

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

COLORADO EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

Colorado Employment Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Colorado Employment Resources, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 20^th day of November, 2008.

Colorado Coal Resources, LLC

its Sole Member

/s/ Kenneth L. Wagner

By: Kenneth L. Wagner

Its: Assistant Secretary

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

PEABODY COLORADO EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

Peabody Colorado Employment Resources, LLC

Article I of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Rocky Mountain Services, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 10^th day of December, 2008.

Peabody Colorado Services, LLC

its Sole Member

/s/ Kenneth L. Wagner

By: Kenneth L. Wagner

Its: Assistant Secretary

EX-3.194 159 d358187dex3194.htm EX-3.194 EX-3.194

Exhibit 3.194

AMENDED

LIMITED LIABILITY COMPANY AGREEMENT

PEABODY ROCKY MOUNTAIN SERVICES, LLC

THIS AMENDED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Rocky Mountain Services, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Colorado Services, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on November 14, 2008, which changed the LLC’s name from “Williams Fork Coal Resources, LLC” to “Colorado Employment Resources, LLC”; and

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on November 20, 2008, which changed the LLC’s name from “Colorado Employment Resources, LLC” to “Peabody Colorado Employment Resources, LLC”; and

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 10, 2008, which changed the LLC’s name from “Peabody Colorado Employment Resources, LLC” to “Peabody Rocky Mountain Services, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

RESOLVED, the name of the LLC as of the date of this Agreement is and shall continue to be Peabody Rocky Mountain Services, LLC;

RESOLVED, that any and all actions heretofore or hereafter taken by any officer of the Company are hereby ratified and confirmed in all respects as the act and deed of the LLC; and

RESOLVED, the remaining provisions of the Limited Liability Agreement of Williams Fork Coal Resources, LLC shall remain unmodified with the same full force and effect.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Colorado Services, LLC

By:		/s/ Kenneth L. Wagner
Name: Its:		Kenneth L. Wagner Vice President and Secretary

Being the Sole Member of Peabody Rocky Mountain Services, LLC

LIMITED LIABILITY COMPANY AGREEMENT

WILLIAMS FORK COAL RESOURCES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Williams Fork Coal Resources, LLC (the “LLC”), dated as of December 27, 2006, is made by Colorado Coal Resources, LLC (the “Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, EGISTERED AGENT

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Williams Fork Coal Resources, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

7. INDEMNIFICATION

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such lndemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nob contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2 Expenses

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

Colorado Coal Resources, LLC

/s/ Walter L. Hawkins, Jr.

By: Walter L. Hawkins, Jr.

Its: Vice President & Treasurer

EX-3.195 160 d358187dex3195.htm EX-3.195 EX-3.195

Exhibit 3.195

CERTIFICATE OF FORMATION

SAGE CREEK COAL COMPANY, LLC

The name of the limited liability company is Sage Creek Coal Company, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.




By:		/s/ Edward L. Sullivan
		Edward L. Sullivan Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

SAGE CREEK COAL COMPANY, LLC

1. The name of the limited liability company is:

Sage Creek Coal Company, LLC

2. Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Sage Creek Mining, LLC.”

3. This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 26^th day of January, 2011.

Peabody Colorado Operations, LLC,

its Sole Member

/s/ Kenneth L. Wagner

By: Kenneth L. Wagner

Its: Vice President and Secretary

EX-3.196 161 d358187dex3196.htm EX-3.196 EX-3.196

Exhibit 3.196

LIMITED LIABILITY COMPANY AGREEMENT OF

SAGE CREEK COAL COMPANY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Sage Creek Coal Company, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Colorado Operations, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Sage Creek Coal Company, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7. INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

7.3. Other Rights

7.4. Notice

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable tune after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority:

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Colorado Operations, LLC

By:		/s/ Kenneth L. Wagner
Name: Its:		Kenneth L. Wagner Vice President and Secretary

Being the Sole Member of Sage Creek Coal Company, LLC

EX-3.197 162 d358187dex3197.htm EX-3.197 EX-3.197

Exhibit 3.197

CERTIFICATE OF FORMATION

School Creek Coal Company, LLC

1. The name of the limited liability company is:

School Creek Coal Company, LLC

2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

3. “This Certificate of formation shall be effective on May 5, 2005 for accounting purposes only.”

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of School Creek Coal Company, LLC this 4th day of May, 2005.

/s/ EDWARD L. SULLIVAN

Edward L. Sullivan

Organizer

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

SCHOOL CREEK COAL COMPANY, LLC

1.	The name of the limited liability company is:

School Creek Coal Company, LLC

2.	Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody School Creek Mining, LLC.”

3.	This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 27^th day of August, 2010.


Peabody Powder River Operations,
LLC, its Sole Member

		/s/ Kenneth L. Wagner
		By: Kenneth L. Wagner
		Its: Vice President and Secretary

EX-3.198 163 d358187dex3198.htm EX-3.198 EX-3.198

Exhibit 3.198

LIMITED LIABILITY COMPANY AGREEMENT OF

SCHOOL CREEK COAL COMPANY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of School Creek Coal Company, LLC, (the “LLC”), is dated as of May 9, 2005 and made by Peabody Investments Corp., a Delaware Corporation (the “Member”).

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. LLC FORMATION, NAME, PLACE OF BUSINESS

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “School Creek Coal Company, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Member promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

4. LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2 No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.4 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT

6.1 Member Management

7. INDEMNIFICATION OF REPRESENTATIVES, COMMITTEE MEMBERS AND EMPLOYEES

7.1 Indemnification

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) or the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7 except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

The winding up of the LLC shall be completed when all of its debts, liabilities, and obligations have been paid and discharged or

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY INVESTMENTS CORP.

By:		/s/ Jeffery L. Klinger
Name:		Jeffery L. Klinger
Title:		Vice President

EX-3.199 164 d358187dex3199.htm EX-3.199 EX-3.199

Exhibit 3.199

CERTIFICATE OF FORMATION

DIETRICH EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is Dietrich Employment Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.


By:		/s/ Edward L. Sullivan
		Edward L. Sullivan
		Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

DIETRICH EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

Dietrich Employment Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Altair Employment Resources, LLC.”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 18^th day of November, 2008.


Midwest Coal Resources, LLC
its Sole Member

		/s/ Kenneth L. Wagner
		By: Kenneth L. Wagner
		Its: Secretary

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

ALTAIR EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

Altair Employment Resources, LLC

Article I of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Services Holdings, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 10^th day of December, 2008.


Peabody Investments Corp.
its Sole Member

/s/ Kenneth L. Wagner
By:		Kenneth L. Wagner
Its:		Vice President, Assistant General
		Counsel and Assistant Secretary

EX-3.200 165 d358187dex3200.htm EX-3.200 EX-3.200

Exhibit 3.200

LIMITED LIABILITY COMPANY AGREEMENT of

PEABODY SERVICES HOLDINGS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Services Holdings, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Investments Corp., a Delaware corporation (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on November 14, 2008 which changed the LLC’s name from “Dietrich Employment Resources, LLC” to “Altair Employment Resources, LLC”; and

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 10, 2008 which changed the LLC’s name from “Altair Employment Resources, LLC” to “Peabody Services Holdings, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Services Holdings, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7. INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-ter n rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The provisions of this Section 7 shall be deemed to be a contract between the LLC and the Member and between the LLC and each director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or of the Member who serves in such capacity at any time while this Section 7 and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any Claim then or theretofore existing, or any Claim thereafter brought or threatened based in whole or in part on any such state of facts.

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7₉ except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Disolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Investments Corp.

	By:	/s/ Kenneth L. Wagner
	Name:	Kenneth L. Wagner
	Its: Vice President, Assistant General Counsel and Assistant Secretary

Being the Sole Member of Peabody Services Holdings, LLC

EX-3.201 166 d358187dex3201.htm EX-3.201 EX-3.201

Exhibit 3.201

CERTIFICATE OF FORMATION

ROCKIES NATURAL GAS, LLC

The name of the limited liability company is Rockies Natural Gas, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 13th day of October 2006.


By:		/s/ Jeffery L. Klinger
		Jeffery L. Klinger, Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

ROCKIES NATURAL GAS, LLC

The name of the limited liability company is:

Rockies Natural Gas, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Southwest, LLC.”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 10^th day of July, 2007.


Peabody Natural Gas, LLC,
its Sole Member

/s/ Thomas W. Dietrich
By:		Thomas W. Dietrich
Its:		Secretary

EX-3.202 167 d358187dex3202.htm EX-3.202 EX-3.202

Exhibit 3.202

LIMITED LIABILITY COMPANY AGREEMENT OF

ROCKIES NATURAL GAS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Rockies Natural Gas, LLC (the “LLC”), dated as of October 13, 2006, is made by Peabody Natural Gas, LLC (the “Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of.this Agreement is and shall continue to be Rockies Natural Gas, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 PIace of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

7. INDEMNIFICATION

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such lndemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, if such lndemnitee 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2 Expenses

7.3 Other Rights

7.4 Notice

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up nd Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

Peabody Natural Gas,

LLC, the Sole

Member

/s/ Walter L. Hawkins, Jr.

By: Walter L. Hawkins, Jr.

Its: Vice President & Treasurer

EX-3.205 168 d358187dex3205.htm EX-3.205 EX-3.205

Exhibit 3.205

CERTIFICATE OF INCORPORATION

PEABODY TERMINAL HOLDING COMPANY, INC.

1.	The name of the corporation is:

Peabody Terminal Holding Company, Inc.

2.	The address of its registered office in the State of Delaware is:

Corporation Trust Center

1209 Orange Street

In the City of Wilmington

In the County of New Castle

The name of its registered agent at such address is:

The Corporation Trust Company

3.	The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware

4.	The total number of shares of stock which the corporation shall have authority to issue is:

One Hundred (100)

The par value of each of such shares is:

Ten Dollars ($10.00), amounting in the aggregate to One Thousand Dollars ($1,000.00)

5.	The name and mailing address of each incorporator is as follows:

Name

Mailing Address

Lisa Anne Houdyshell

701 Market Street, Suite 700

Saint Louis, MO 63101

6.	The corporation’s existence will be:

Perpetual

7.	In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation;

ii.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation;

iii.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created;

iv.

To designate one or more committees, each committee to consist of one or more of the directors of the corporation;

The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee;

vi.

The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member;

vii.

viii.

8.	Elections of directors need not be by written ballot unless the by-laws of the corporation shall provide.

9.	The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10.

1, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 14^th day of August, 2007.

/s/ Lisa Anne Houdyshell

By: Lisa Anne Houdyshell, Incorporator

EX-3.206 169 d358187dex3206.htm EX-3.206 EX-3.206

Exhibit 3.206

PEABODY TERMINAL HOLDING COMPANY, INC. BY-LAWS

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of the majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to Note thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

ARTICLE III

BOARD OF DIRECTORS

MEETINGS OF THE BOARD OF DIRECTORS

Section 3. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

COMMITTEES OF DIRECTORS

Section 11. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

REMOVAL OF DIRECTORS

ARTICLE IV

NOTICES

ARTICLE V

OFFICERS

Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer.

Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

THE PRESIDENT

THE VICE PRESIDENTS

Section 8. in the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the

THE TREASURER AND ASSISTANT TREASURERS

ARTICLE VI

CERTIFICATES FOR SHARES

LOST CERTIFICATES

TRANSFER OF STOCK

FIXING RECORD DATE

REGISTERED STOCKHOLDERS

ARTICLE VII

GENERAL PROVISIONS DIVIDENDS

ANNUAL STATEMENT

CHECKS

FISCAL YEAR

Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

ARTICLE VIII

AMENDMENTS

EX-3.207 170 d358187dex3207.htm EX-3.207 EX-3.207

Exhibit 3.207

CERTIFICATE OF FORMATION

PEABODY TERMINALS, LLC

The name of the limited liability company is Peabody Terminals, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of July 2005.


By:		/s/ Joseph W. Bean
		Joseph W. Bean, Assistant Secretary

EX-3.208 171 d358187dex3208.htm EX-3.208 EX-3.208

Exhibit 3.208

LIMITED LIABILITY COMPANY AGREEMENT

PEABODY TERMINALS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Terminals, LLC (the “LLC”), dated as of July 26, 2005, is made by Peabody Holding Company, Inc. (the “Member), a New York corporation, as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (the “Act”) pursuant to a Certificate of Conversion and Certificate of Formation filed with the Delaware Secretary of State on July 26, 2005; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Certificate of Conversion

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Terminals, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

d. Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the LLC. The Secretary shall attend all meetings of the Member, and record all the proceedings of the meetings of the Member in a book to be kept for that purpose and shall perform like duties for the standing committees, if any, when required. The Secretary shall give, or cause to be given, notice of all meetings of the Member, and shall perform such other duties as may be prescribed by the Member or the President, under whose supervision the Secretary shall serve.

7. INDEMNIFICATION

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the lndemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, if such lndemnitee 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; provided that all claims for indemnification by an lndemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or as approved by the Member, as a matter of law or equity, or otherwise, both as to an action in such Indemnitee’s capacity as the Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY HOLDING COMPANY, INC.

By:		/s/ Walter L. Hawkins, Jr.
Name:		Walter L. Hawkins, Jr.
Title:		VP & Treasurer

EX-3.209 172 d358187dex3209.htm EX-3.209 EX-3.209

Exhibit 3.209

CERTIFICATE OF FORMATION

VIGO EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is Vigo Employment Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.

By:

/s/ Edward L. Sullivan

Edward L. Sullivan

Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

VIGO EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

Vigo Employment Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Twentymile Mining, LLC.”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 1st day of March, 2010.


Peabody Colorado Operations, LLC, its Sole Member

		/s/ Kenneth L. Wagner
By:		Kenneth L. Wagner
Its:		Vice President and Secretary

EX-3.210 173 d358187dex3210.htm EX-3.210 EX-3.210

Exhibit 3.210

AMENDMENT No. 1 to the

LIMITED LIABILITY COMPANY AGREEMENT

PEABODY TWENTYMILE MINING, LLC

This AMENDMENT No. 1, dated as of March 2, 2010 (“Amendment”), to the Limited Liability Company Agreement of Vigo Employment Resources, LLC (“Company”) dated as of December 31, 2008 (“LLC Agreement”) is made by Peabody Colorado Operations, LLC, a Delaware limited liability company (“Member”), as the sole member of the Company.

WITNESSETH:

WHEREAS, on November 14, 2008, Peabody Investments Corp., a Delaware corporation (“Original Member”) formed the Company as a limited liability company under the Delaware Limited Liability Company Act (“Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State;

WHEREAS, on February 26, 2010, the Original Member transferred its membership interests to Peabody Operations Holding, LLC, a Delaware limited liability company (“POH”), pursuant to a Limited Liability Company Interest Power dated February 26, 2010;

WHEREAS, on February 26, 2010, POH transferred its membership interests to the Member, pursuant to a Limited Liability Company Interest Power dated February 26, 2010;

WHEREAS, the Member is the sole member of the Company and now desires to amend the LLC Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, in consideration of the foregoing the Member agrees as follows:

1. Parties to the LLC Agreement. As of February 26, 2010 and notwithstanding any references in the LLC Agreement to the contrary, the Original Member shall have been removed as a party to the LLC Agreement and the Member shall have been substituted therefore.

2. Membership Interests. As of February 26, 2010 and notwithstanding any references in the LLC Agreement to the contrary, the Member shall have a 100% membership interest in the Company.

3. Name of Company. The name of the Company as of March 1, 2010 is and shall continue to be “Peabody Twentymile Mining, LLC”.

4. No Other Amendments. Unless specifically changed by this Amendment, all other provisions of the LLC Agreement shall remain unchanged and in full force and effect.

5. Effectiveness. This Amendment shall be effective as of March 1, 2010.

6. Governing Law. This Amendment shall be governed by, and construed in accordance with the laws of the State of Delaware without regard to the principles of conflict of laws thereof.

7. Ratification. Any and all actions hereafter taken by any officer of the Company are hereby ratified and confirmed in all respects as the act and deed of the Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Amendment as of the day and year set forth above.


Peabody Colorado Operations, LLC

By:		/s/ Kenneth L. Wagner
Name:		Kenneth L. Wagner
Its:		Vice President and Secretary

LIMITED LIABILITY COMPANY AGREEMENT

VIGO EMPLOYMENT RESOURCES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Vigo Employment Resources, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Investments Corp., a Delaware corporation (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Vigo Employment Resources, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7. INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

7.3. Other Rights

7.4. Notice

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indernnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

Upon dissolution, the LLC, shall cease carrying on its business but shall not terminate until the winding up of the affairs of the LLC is completed, the assets of the LLC have been distributed as provided below and a Certificate of Cancellation of the LLC under the Act has been filed with the Secretary of State of the State of Delaware.

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Investments Corp.

/s/ Kenneth L. Wagner
Name:		Kenneth L. Wagner
Its:		Vice President, Assistant General Counsel and Assistant Secretary

Being the Sole Member of Vigo Employment Resources, LLC

EX-3.213 174 d358187dex3213.htm EX-3.213 EX-3.213

Exhibit 3.213

CERTIFICATE OF FORMATION

PEABODY VENTURE FUND, LLC

The name of the limited liability company is Peabody Venture Fund, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Peabody Venture Fund, LLC this 27^th day of June 2005.


By:		/s/ Bryan L. Sutter
Authorized Person
Name: Bryan L. Sutter

EX-3.214 175 d358187dex3214.htm EX-3.214 EX-3.214

Exhibit 3.214

LIMITED LIABILITY COMPANY AGREEMENT OF

PEABODY VENTURE FUND, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Venture Fund, LLC, (the “LLC”), is dated as of June 27, 2005 and made by Peabody Investments Corp., a Delaware Corporation (the “Member”).

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. LLC FORMATION, NAME, PLACE OF BUSINESS

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “Peabody Venture Fund, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Member promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

4. LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2 No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.4 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT

6.1 Member Management

7. INDEMNIFICATION

7.1 Indemnification

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) or the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7 except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the Indemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9, AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY INVESTMENTS CORP.

By:		/s/ Walter L. Hawkins, Jr.
Name:		Walter L. Hawkins, Jr.
Title:		VP & Treasurer

EX-3.219 176 d358187dex3219.htm EX-3.219 EX-3.219

Exhibit 3.219

CERTIFICATE OF FORMATION

WILD BOAR COAL COMPANY, LLC

The name of the limited liability company is Wild Boar Coal Company, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.

By:

/s/ Edward L. Sullivan

Edward L. Sullivan

Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

WILD BOAR COAL COMPANY, LLC

The name of the limited liability company is:

Wild Boar Coal Company, LLC

Article I of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Wild Boar Mining, LLC.”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 1^st day of March, 2010.


Peabody Midwest Operations, LLC, its Sole Member

		/s/ Kenneth L. Wagner
		By: Kenneth L. Wagner
		Its: Vice President and Secretary

EX-3.220 177 d358187dex3220.htm EX-3.220 EX-3.220

Exhibit 3.220

AMENDMENT No. 1 to the

LIMITED LIABILITY COMPANY AGREEMENT

PEABODY WILD BOAR MINING, LLC

This AMENDMENT No. 1, dated March 2, 2010 (“Amendment”) to the Limited Liability Company Agreement of Wild Boar Coal Company, LLC (“Company”) dated as of December 31, 2008 (“LLC Agreement”), is made by Peabody Midwest Operations, LLC, a Delaware limited liability company (“Member”), as the sole member of the Company.

WITNESSETH:

WHEREAS, on November 14, 2008, the Company was formed under the Delaware Limited Liability Company Act (“Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State;

WHEREAS, the Member is the sole member of the Company and now desires to amend the LLC Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, in consideration of the foregoing the Member agrees as follows:

Name of Company. The name of the Company as of March 1, 2010 is and shall continue to be “Peabody Wild Boar Mining, LLC”.

No Other Amendments. Unless specifically changed by this Amendment, all other provisions of the LLC Agreement shall remain unchanged and in full force and effect.

Effectiveness. This Amendment shall be effective as of March 1, 2010.

Governing Law. This Amendment shall be governed by, and construed in accordance with the laws of the State of Delaware without regard to the principles of conflict of laws thereof

Ratification. Any and all actions hereafter taken by any officer of the Company are hereby ratified and confirmed in all respects as the act and deed of the Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day and year set forth above.


Peabody Midwest Operations, LLC

By:		/s/ Kenneth L. Wagner
Name:		Kenneth L. Wagner
Its:		Vice President and Secretary

LIMITED LIABILITY COMPANY AGREEMENT

WILD BOAR COAL COMPANY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Wild Boar Coal Company, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Midwest Operations, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Wild Boar Coal Company, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND Pt1>WERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7. INDEMNIFICATION

7.1. Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indernnftee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2. Expenses

7.3. Other Rights

7.4. Notice

7.5. Counsel

Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Midwest Operations, LLC

By:		/s/ Kenneth L. Wagner
Name:		Kenneth L. Wagner
Its:		Vice President and Secretary

Being the Sole Member of Wild Boar Coal Company, LLC

EX-3.221 178 d358187dex3221.htm EX-3.221 EX-3.221

Exhibit 3.221

CERTIFICATE OF FORMATION

WARRICK EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is Warrick Employment Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.


By:		/s/ Edward L. Sullivan
		Edward L. Sullivan
		Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

WARRICK EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

Warrick Employment Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Wild Boar Employment Resources, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 19^th day of November, 2008.


Midwest Coal Resources, LLC its Sole Member

/s/ Kenneth L. Wagner
By:		Kenneth L. Wagner
Its:		Assistan Secretary

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

PEABODY WILD BOAR EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

Peabody Wild Boar Employment Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Wild Boar Services, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 10^th day of December, 2008.


Peabody Midwest Services, LLC its Sole Member

By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner Its: Assistant Secretary

EX-3.222 179 d358187dex3222.htm EX-3.222 EX-3.222

Exhibit 3.222

LIMITED LIABILTY COMPANY AGREEMENT

PEABODY WILD BOAR SERVICES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Wild Boar Services, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Midwest Services, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on November 19, 2008 which changed the LLC’s name from “Warrick Employment Resources, LLC” to “Peabody Wild Boar Employment Resources, LLC”; and

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 10, 2008 which changed the LLC’s name from “Peabody Wild Boar Employment Resources, LLC” to “Peabody Wild Boar Services, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Wild Boar Services, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7. INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

7.3. Other Rights

7.4. Notice

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed. this Agreement, as of the day and year first herein above set forth.


Peabody Midwest Services, LLC

By:		/s/ Kenneth L. Wagner
Name:		Kenneth L. Wagner
Its:		Vice President and Secretary

Being the Sole Member of

Peabody Wild Boar Services, LLC

EX-3.223 180 d358187dex3223.htm EX-3.223 EX-3.223

Exhibit 3.223

CERTIFICATE OF FORMATION

WILLIAMS FORK COAL COMPANY, LLC

The name of the limited liability company is Williams Fork Coal Company, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 27^th day of December 2006.

/s/ Bryan L. Sutter

Bryan L. Sutter, Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

WILLIAMS FORK COAL COMPANY, LLC

1. The name of the limited liability company is:

Williams Fork Coal Company, LLC

2. Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Williams Fork Mining, LLC.”

3. This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 27^th day of August, 2010.


Peabody Colorado Operations, LLC, its sole member

By:		/s/ Kenneth L. Wagner
Name:		Kenneth L. Wagner
Its:		Vice President and Secretary

EX-3.224 181 d358187dex3224.htm EX-3.224 EX-3.224

Exhibit 3.224

LIMITED LIABILITY COMPANY AGREEMENTOF

WILLIAMS FORK COAL COMPANY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Williams Fork Coal Company, LLC (the “LLC”), dated as of December 27, 2006, is made by Colorado Coal Resources, LLC (the “Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Williams Fork Coal Company, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

7. INDEMNIFICATION

7.1 Indemnification

7.2 Expenses

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such lndemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an lndemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such lndemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

Colorado Coal Resources, LLC

/s/ Walter L. Hawkins, Jr.

By: Walter L. Hawkins, Jr.

Its: Vice President & Treasurer

EX-3.225 182 d358187dex3225.htm EX-3.225 EX-3.225

Exhibit 3.225

CERTIFICATE OF FORMATION

WYOMING NATURAL GAS, LLC

The name of the limited liability company is Wyoming Natural Gas, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 13th day of October 2006.



By:		/s/ Jeffery L. Klinger
Jeffery L. Klinger, Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

WYOMING NATURAL GAS, LLC

1. The name of the limited liability company is:

Wyoming Natural Gas, LLC

2. Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Wyoming Gas, LLC.”

3. This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned as executed this Certificate of Amendment this 28^th day of March, 2011.

Peabody Natural Gas, LLC,

Its Sole Member

/s/ Kenneth L. Wagner

By: Kenneth L. Wagner

Its: Vice Preside an Secretary

EX-3.226 183 d358187dex3226.htm EX-3.226 EX-3.226

Exhibit 3.226

LIMITED LIABILITY COMPANY AGREEMENT

WYOMING NATURAL GAS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Wyoming Natural Gas, LLC (the “LLC”), dated as of October 13, 2006, is made by Peabody Natural Gas, LLC (the “Member”), a Delaware limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Wyoming Natural Gas, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AN DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

7. INDEMNIFICAT1ON

7.1 Indemnification

7.2 Expenses

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

Peabody Natural Gas, LLC,

the Sole Member

/s/ Walter L. Hawkins, Jr.

By: Walter L. Hawkins, Jr.

Its: Vice President & Treasurer

EX-3.227 184 d358187dex3227.htm EX-3.227 EX-3.227

Exhibit 3.227

CERTIFICATE OF FORMATION

BROWN EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is Brown Employment Resources, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 14^th day of November, 2008.



By:		/s/ Edward L. Sullivan
		Edward L. Sullivan Authorized Person

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF FORMATION OF

BROWN EMPLOYMENT RESOURCES, LLC

The name of the limited liability company is:

Brown Employment Resources, LLC

Article 1 of the Certificate of Formation of the limited liability company is hereby amended to read in its entirety as follows:

“The name of the limited liability company is Peabody Wyoming Services, LLC”

This Certificate of Amendment shall be effective immediately upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 10^th day of December, 2008.

Peabody Services Holding, LLC

its Sole Member

/s/ Kenneth L. Wagner

By: Kenneth L. Wagner

Its: Assistant Secretary

EX-3.228 185 d358187dex3228.htm EX-3.228 EX-3.228

Exhibit 3.228

LIMITED LIABILITY COMPANY AGREEMENT of

PEABODY WYOMING SERVICES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Peabody Wyoming Services, LLC (the “LLC”), dated as of December 31, 2008, is made by Peabody Services Holdings, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC filed a Certificate of Amendment to Certificate of Formation with the Delaware Secretary of State on December 10, 2008 which changed the LLC’s name from “Brown Employment Resources, LLC” to “Peabody Wyoming Services, LLC”; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Peabody Wyoming Services, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7. INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section
1274(d)(l)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

7.4. Notice

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Services Holdings, LLC

By:		/s/ Kenneth L. Wagner
Name: Kenneth L. Wagner Its: Vice President and Secretary
Being the Sole Member of Peabody Wyoming Services, LLC

EX-3.229 186 d358187dex3229.htm EX-3.229 EX-3.229

Exhibit 3.229

CERTIFICATE OF FORMATION

PEC EQUIPMENT COMPANY, LLC

1. The name of the limited liability company is PEC Equipment Company, LLC.

3. This Certificate of formation shall be effective on September 8, 2003.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of PEC Equipment Company, LLC this 8th day of September, 2003.

/S/ JOSEPH W. BEAN

JOSEPH W. BEAN

EX-3.230 187 d358187dex3230.htm EX-3.230 EX-3.230

Exhibit 3.230

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

PEC EQUIPMENT COMPANY, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of PEC Equipment Company, LLC (the “LLC”), dated as of May 8, 2008, is made by Peabody Investments Corp., a Delaware corporation (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company fanned under the Delaware Limited Liability Company Act (the “Act”) pursuant to a Certificate of Formation filed with the Delaware Secretary of State on September 8, 2003; and

WHEREAS, Peabody Energy Corporation, a Delaware corporation (“Peabody”) was the original Member of the LLC and executed the Limited Liability Company Agreement of PEC Equipment Company, LLC on September 8, 2003; and

WHEREAS, Peabody contributed its interest in the LLC to the Member on April 23, 2004, and the Member is the current sole member of the LLC; and

WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement with this Agreement.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be PEC Equipment Company, LLC. The business of the LLC may be conducted under any other name that is peimitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

L3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

power or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, or any director, manager, officer, employee, shareholder, controlling person or agent of the LLC or the Member for liabilities of the LLC.

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

a. Appointments. The officers of the LLC shall be chosen by the Member and shall consist of at least a President, one or more Vice Presidents, a Secretary and a Treasurer. Any number of offices may be held by the same person, except that the same person shall not be President and Vice President or President and Secretary. The Member may appoint such other officers and agents as it shall deem necessary or advisable who shall hold their offices for such teems and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. The compensation of all officers and agents of the LLC shall be fixed by or in the manner prescribed by the Member. The officers of the LLC shall hold office until their successors are chosen and qualified, or until their earlier death, resignation or removal. Any officer elected or appointed by the Member may be removed at any time, with or without cause, by the Member. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the LLC shall be filled by the Member.

b. President. The President shall be the chief executive officer of the LLC, and shall be responsible for the general and active management of the business of the LLC and shall see that all orders and resolutions of the Member are carried into effect, and shall perfoim such other duties and have such other powers as the Member may from time to time prescribe.

d. Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the LLC. The Secretary shall attend all meetings of the Member, and record all the proceedings of the meetings of the Member in a book to be kept for that purpose and shall perfoim like duties for the standing committees, if any, when required. The Secretary shall give, or cause to be given, notice of all meetings of the Member, and shall perform such other duties as may be prescribed by the Member or the President, under whose supervision the Secretary shall serve.

7. INDEMNIFICATION

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The teunination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section
1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Sectio s 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Investments Corp.

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

Being the Sole Member of PEC Equipment Company, LLC

EX-3.231 188 d358187dex3231.htm EX-3.231 EX-3.231

Exhibit 3.231

CERTIFICATE OF FORMATION

POINT PLEASANT DOCK COMPANY, LLC

1. The name of the limited liability company is Point Pleasant Dock Company, LLC.

3. This Certificate of formation shall be effective on July 15, 2003

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Point Pleasant Dock Company, LLC this 15th day of July, 2003.

/S/ JEFFERY L. KLINGER

Jeffery L. Kilmer,

Esquire Authorized Person

EX-3.232 189 d358187dex3232.htm EX-3.232 EX-3.232

Exhibit 3.232

LIMITED LIABILITY COMPANY AGREEMENTOF

Point Pleasant Dock Company, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Point Pleasant Dock Company, LLC, (the “LLC”), is dated as of July 15, 2003 and made by Peabody Energy Corporation, a Delaware corporation (the “Member”).

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. LLC FORMATION, NAME, PLACE OF BUSINESS

1.1 Formation of LLC; Certificate of Formation

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be “Point Pleasant Dock Company, LLC”. The business of the LLC may be conducted under any other name that is permitted by the Delaware LLC Act and selected by the Member. The Member promptly shall execute, file, and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

The LLC’s principal place of business shall be 701 Market Street, Suite 708, St. Louis, Missouri. The Member may establish and maintain such other offices and additional places of business of the LLC, either within or without the State of Delaware, or close any office or place of business of the LLC, as he or she deems appropriate.

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be Corporation Service Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be (i) for holding coal reserves, leasing and sales (ii) to undertake any lawful transactions and engage in any lawful activity incidental to or in furtherance of the foregoing purpose or otherwise related to the energy business; and (iii) as agreed by the Member, to engage in any other lawful business, purpose or activity permitted by the Delaware LLC Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion, or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

4. LIABILITY OF MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS.

5.1 Capitalization

Concurrent with the execution of this Agreement, the Member shall make a $1,000 capital contribution to the LLC, in cash.

5.2 No Additional Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.3 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.4 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT

6.1 Member Management

7. INDEMNIFICATION OF REPRESENTATIVES, COMMITTEE MEMBERS AND EMPLOYEES

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, Manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits, or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, if such lndemnitee 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence, or willful misconduct.

7.2 Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) or the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3 Other Rights

7.4 Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7 except to the extent that the LLC is adversely affected by such lack of notice.

7.5 Counsel

7.6 Other Persons

The provisions of this Section 7 are for the benefit of the lndemnitees and shall not be deemed to create any rights for the benefit of any other person or entity.

8. DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


PEABODY ENERGY CORPORATION

By:		/s/ Jeffery L. Klinger
Name: Jeffery L. Klinger Title: Vice President – Legal Services

EX-3.235 190 d358187dex3235.htm EX-3.235 EX-3.235

Exhibit 3.235

CERTIFICATE OF FORMATION

Porcupine Production, LLC

1. The name of the limited liability company is Porcupine Production, LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Procupine Production, LLC this 19th day of November, 1999.

/s/ James C. Sevem

James C. Sevem

Assistant Secretary/Authorized Person

EX-3.236 191 d358187dex3236.htm EX-3.236 EX-3.236

Exhibit 3.236

OPERATING AGREEMENT

PORCUPINE PRODUCTION, LLC

THIS OPERATING AGREEMENT (the “Agreement”) is made and entered into as of the 16th day of February, 2000 by PEABODY NATURAL GAS, LLC, a Delaware limited liability company with its principal offices at 701 Market Street, Suite 700, St. Louis, Missouri 63101 (“PNG”). PNG is hereinafter referred as the “Member” and any subsequently admitted members shall hereinafter collectively be referred to with PNG as the “Members”. For purposes of this Agreement, the term “Member” shall include any party then acting in such capacity in accordance with the terms of this Agreement.

RECITALS

A. PNG desires to form a limited liability company under the Delaware Limited Liability Company Act (“Act”) to be known as “Porcupine Production, LLC” (the “Company”) for the purposes set out in this Agreement.

B. PNG shall be the Sole Member and Managing Member of the Company.

C. PNG desires to set out in this Agreement its rights, duties and liabilities with respect to such limited liability company.

NOW, THEREFORE, in consideration of the Recitals and the mutual covenants and undertakings set forth herein, PNG agrees as follows:

ARTICLE 1

FORMATION

1.1 Formation. The Member does hereby form the Company as a limited liability company under the Act for the purposes and term set out in this Agreement. To effect the formation of the Company, the Member has executed and duly recorded certificate of foimation in the form attached hereto as Exhibit 1.1 (the “Articles”). PNG shall be the Sole Member and Managing Member of the Company.

1.2 Name.

The Company will do business under the name “Porcupine Production, LLC”. The Sole Member and Managing Member shall execute and file the Articles and such other certificates as shall be required under the Act and under the laws of each state in which the Company is required or desires to be qualified to do business.

1.3 Principal Office. The principal office of the Company shall initially be at 301 N. Memorial Dr., St. Louis, Missouri. The principal office may hereafter from time to time be moved to such other place in the United States of America as may be designated by the Sole Member and Managing Member, as hereinafter defined, with written notice to all Members. The books and records of the Company shall be maintained at the Company’s principal place of business, or such other location in the United States of America as determined by the Sole Member and Managing Member with written notice to all Members.

1.4 Term. The duration of the Company is perpetual, or until liquidation in accordance with the terms of this Agreement for the Company or as required by the Act.

1.5 Property Ownership. All assets and property owned by the Company, whether real or personal, tangible or intangible, shall be held in the name of the Company.

ARTICLE 2

PURPOSES AND NON-COMPETITION

2.1 Purposes. The Company is formed to conduct reserve holdings and all other physical operations (other than office operations) solely to (i) for the exploration and development of natural gas reserves in the United States which the natural gas reserves contributed by the Members are located and logical extensions of those reserves as the Members unanimously agree and (ii) any other areas in which the Members unanimously agree to hold natural gas reserves (the areas referred to in (i) and (ii) above are hereinafter referred to as the “Project Area”). The purposes of the Company are limited to the following natural gas-related purposes:

(a) The acquisition of natural gas reserves in the Project Area;

(b) The development and conduct of natural gas exploration, processing and shipping operations relative to the acquired natural gas reserves, either directly with employees of the Company or through contractors;

(c) The permitting and bonding (either directly-or through one of its Members) of all natural gas exploration, processing and shipping operations on or relating to the acquired natural gas reserves and the completion of reclamation obligations relative to the natural gas exploration, processing or shipping operations conducted on or relating to the acquired natural gas reserves;

(d) The purchasing, selling, brokering, processing and/or shipping of natural gas from whatever source in the Project Area;

(e) The acquisition of existing businesses, operating solely in the Project Area, relating to the mining, processing, selling or shipping of natural gas;

(f) To employ personnel necessary for the conduct of the business of the Company;

(g) The investment of the income earned by the Company prior to distribution to the Members;

(h) The borrowing of money, the leasing of assets and/or the granting of liens and security interests in assets of the Company; and

(i) All other activities necessary, appropriate, incidental or desirable in connection with the foregoing, or otherwise contemplated in this Agreement.

The purposes of the Company shall not be extended, by implication or otherwise, beyond the purposes set forth in this Section 2.1 without the prior written approval of the Members. Without limiting the foregoing, the Company may not, without the prior written approval of all Members: (i) incur any indebtedness or liabilities, or make any guaranties of any kind or nature, binding upon the Company, or (iii) acquire any assets or properties of any kind or nature except the assets contributed to the Company by the Members in accordance with this Agreement.

2.2 Other Activities. PNG and all current and future Affiliates of PNG, may engage in, or possess an interest in, other business ventures of any nature and description whatsoever, independently or with others, whether or not competitive with those of the Company.

(b) Each Member shall be liable for the acts of any of its Affiliates which are in violation of the terms of this Section 2.2, without regard to the legal relationship between such Member and such Affiliate.

(c) For purposes of this Agreement, the term “Affiliate” shall mean any individual, corporation, partnership, limited liability company or other entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, another individual, corporation, partnership, limited liability company or other entity.

2.3 Term. The duration of the Company is perpetual, or until liquidation in accordance with the terms of this Agreement or as required by the Act.

2.4 Property Ownership. All assets and property owned by the Company, whether real or personal, tangible or intangible, shall be held in the name of the Company unless otherwise deteimined by the Membership Committee.

ARTICLE 3

CAPITAL CONTRIBUTIONS

3.1 Initial Capital Contributions.

(a) Contemporaneously with the execution of this Agreement PNG has contributed to the capital of the Company the assets listed on Exhibit 3.1 hereof, which is the agreed value of the initial capital contribution of PNG to the Company.

(b) PNG shall initially have a 100% interest in the Company.

3.3 Interest on Capital Contributions. No Member shall be entitled to interest on any capital contributions made to the Company.

3.5 Capital Accounts. There shall be established on the books of the Company a capital account (“Capital Account”) for each Member. It is the intention of the Members that such Capital Account be maintained in accordance with the provisions of Treas. Reg. § 1.704- 1(b)(2)(iv), and this Agreement shall be so construed. Accordingly, such Capital Account shall initially be credited with the initial capital contribution of the Member and thereafter shall be increased by (i) any cash or the fair market value of any property contributed by such Member (net of any liabilities assumed by the Company or to which the contributed property is subject) and (ii) the amount of all net income (whether or not exempt from tax) and gain allocated to such Member hereunder, and decreased by (i) the amount of all net losses allocated to such Member hereunder (including expenditures described in section 705(a)(2)(B) of the Internal Revenue Code of 1986, as amended (“Code”), or treated as such an expenditure by reason of Treas. Reg. § 1.704-1(b)(2)(iv)(i)) and (ii) the amount of cash, and the fair market value of property (net of any liabilities assumed by such Member or to which the distributed property is subject), distributed to such Member pursuant to this Agreement. If a Member transfers all or any part of such Member’s interest (capital, profits and otherwise) in the Company (“Membership Interest”) in accordance with the terms of this Agreement, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent of the interest transferred.

ARTICLE 4

ACCOUNTING

4.1 Books and Records. The Sole Member and Managing Member shall cause the Company to maintain full and accurate books and records at the Company’s principal place of business, showing all receipts and expenditures, assets and liabilities, net income or loss, and all other records necessary for recording the Company’s business and affairs, including those required to be kept under the Act and those sufficient to record the allocations and distributions to the Members provided for in this Agreement. Such books and records shall be maintained in accordance with generally accepted accounting principles; provided that adequate records concerning the maintenance of Capital Accounts in accordance with Treas. Reg. § 1.704- 1(b)(2)(iv) shall be simultaneously maintained by the Company. Such books and records shall be open to the inspection and examination of each Member by its duly authorized representatives at all reasonable times.

4.2 Fiscal Year. The fiscal year of the Company shall commence on April 1st and end on March 31st (“Fiscal Year”).

4.3 Reports.

(a) Within 45 days after the close of each Fiscal Year of the Company, the Company shall furnish to each Member a report of the business and operations of the Company during such Fiscal Year. Unless otherwise agreed to by the Members, such report shall contain financial statements prepared by the Company which are audited by certified public accountants employed by the Company. The certified public accountant for the Company shall be the same as retained by PNG.

(b) Within 10 business days after the close of each calendar month, the Company shall furnish to each Member a report of the business and operations of the Company for such calendar month. Unless otherwise agreed to by the Members, such report shall contain unaudited financial statements prepared by the Company, be in such form as the Members may require and shall include a balance sheet as of the end of such calendar month, a statement of the net income or net loss of the Company for such calendar month and such other information as in the judgment of the Sole Member and Managing Member shall be reasonably necessary for the Members to be advised of the results of the Company’s operations and its financial condition.

4.4 Tax Returns. The Sole Member and Managing Member shall cause all required federal, state and local partnership income, franchise, property and other tax returns, including information returns, to be timely filed with the appropriate office of the relevant taxing jurisdiction or agency. In order to accommodate the following provision regarding review of drafts of the Federal and state income tax returns of the Company, the Company shall seek each year (if necessary) a three month extension of the date on which such returns must be filed. With respect to the Federal and state income tax returns of the Company, the Company shall submit to

each Member drafts of the proposed returns as soon as possible, but in no event later than sixty days following the close of the Fiscal Year, to permit review and approval of such returns by each Member prior to filing. All expenses incurred in connection with such tax returns and information returns, as well as for the reports referred to in Section 4.3 hereof, shall be expenses of the Company.

4.5 Member’s Request for Additional Information. The Company shall also furnish to any Member such other reports of the Company’s operations and conditions as may reasonably be requested by such Member. Any Member shall have the right at any time to visit the offices and operations of the Company and inspect and audit records of the Company.

4.6 Tax Matters Partner. PNG shall be the “Tax Matters Partner” (as defined in the Code) for the Company. The Tax Matters Partner shall have the authority granted a tax matters partner under the Code. The Tax Matters Partner shall not take any action binding another Member without first notifying, and receiving the concurrence of, such Member. All expenses of the Tax Matters Partner incurred in serving as Tax Matters Partner shall be Company expenses and shall be paid by the Company. The Company shall indemnify the Tax Matters Partner for, and hold the Tax Matters Partner harmless from, any and all judgments, fines, amounts paid in settlement and expenses (including attorneys’ fees) reasonably incurred by the Tax Matters Partner in any civil, criminal or investigative proceeding in which the Tax Matters Partner is involved or threatened to be involved by reason of being the Tax Matters Partner, provided that the Tax Matters Partner acted in good faith, within what the Tax Matters Partner reasonably believed to be within the scope of the Tax Matters Partner’s authority and for a purpose which the Tax Matters Partner reasonably believed to be in the best interests of the Company or the Members. The Tax Matters Partner shall not be indemnified under this provision against any liability to the Company or its Members to which the Tax Matters Partner would otherwise be subject by reason of gross negligence or willful misconduct.

4.7 Revaluation of Company Property. If there shall occur (i) an acquisition of a Membership Interest for more than a de minimis capital contribution, or (ii) a distribution (other than a de minimis distribution) to a Member in consideration for a Membership Interest, the Member committee may revalue the assets of the Company at their then fair market value and adjust the Capital Accounts of the Members in the same manner as provided in Section 8.3 in the case of a property distribution. If there is a reallocation pursuant to this Section 4.7, then net income and net loss shall thereafter be adjusted for allocations of depreciation (cost recovery) and gain or loss in accordance wit the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(f) and (g), and the Members’ distributive shares of depreciation (cost recovery) and gain or loss computed in accordance with the principles of section 704(c) of the Code and the regulations promulgated thereunder using the method selected by the Membership Committee.

ARTICLE 5

BANK ACCOUNTS AND EXCESS FUNDS

5.1 Bank Accounts. All funds of the Company shall be deposited in its name into such checking or savings accounts, time certificates, short-term money market funds or other investment as shall be designated by the Managing Member. Withdrawals therefrom shall be made upon such signature or signatures (or other authorization form) as determined by the Managing Member.

ARTICLE 6

ALLOCATION OF NET INCOME AND LOSS

6.1 Net Income and Net Loss.

(a) Except as otherwise provided in this Agreement, the net income and net loss of the Company for each Fiscal Year shall be allocated 100% to PNG (“Allocation Interests”).

(b) Notwithstanding anything herein to the contrary, if a Member has a deficit balance in such Member’s Capital Account (excluding from such Member’s deficit Capital Account any amount which such Member is obligated to restore in accordance with Treas. Reg § 1.704-1(b)(2)(ii)(c), as well as any amount such Member is treated as obligated to restore under Treas. Reg. §§ 1.704-2(g)(1) and 1.704-2(i)(5)) and unexpectedly receives an adjustment, allocation or distribution described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4), (5) or (6), then such Member will be allocated items of income and gain in an amount and manner sufficient to eliminate the deficit balance in such Member’s Capital Account as quickly as possible. If there is an allocation to a Member pursuant to this Section 6.1(b), then future allocations of net income pursuant to Section 6.1(a) shall be adjusted so that those Members who were allocated less income, or a greater amount of loss, by reason of the allocation made pursuant to this Section 6.1(b), shall be allocated additional net income in an equal amount. It is the intention of the parties that the provisions of this Section 6.1(b) constitute a “qualified income offset” within the meaning of Treas. Reg. §§ 1.704-1(b)(2)(ii)(d), and such provisions shall be so construed.

in the Company’s Minimum Gain or Partner Nonrecourse Debt Minimum Gain, as applicable, for such Fiscal Year; provided, however, that no such allocation shall be required if any of the exceptions set forth in Treas. Reg. § 1.704-2(f) apply. It is the intention of the parties that this provision constitute a “minimum gain chargeback” within the meaning of Treas. Reg. §§ 1.7042(f) and 1.704-2(i)(4), and this provision shall be so construed.

(e) Notwithstanding the provisions of Section 6.1(a), no net losses shall be allocated to a Member if such allocation would result in such Member having a deficit balance in such Member’s Capital Account (excluding from such Member’s deficit Capital Account any amount such Member is obligated to restore in accordance with Treas. Reg. § 1.704- 1(b)(2)(ii)(c), as well as any amount such Member is treated as obligated to restore under Treas. Reg. §§ 1.704-2(g)(1) and 1.704-2(i)(5)). In such case, the net loss that would have been allocated to such Member shall be allocated to the other Members to whom such loss can be allocated without violation of the provisions of this Section 6.1(e) in proportion to their respective Allocation Interests among themselves.

(f) Notwithstanding the provisions of Section 6.1(a) hereof, to the extent losses are allocated to the Members by virtue of Section 6.1(e) hereof, the net income of the Company thereafter recognized shall be allocated to such Members (in proportion to the losses previously allocated to them pursuant to Section 6.1(e) hereof until such time as the net income of the Company allocated to them pursuant to this Section 6.1(f) equals the net losses allocated to them pursuant to Section 6.1(e) hereof.

(g) For Federal state and local income tax purposes only, with respect to any assets contributed by a Member to the Company (“Contributed Assets”) which have an agreed fair market value on the date of their contribution which differs from the Member’s adjusted basis therefor as of the date of contribution, the allocation of depreciation and gain or loss with respect to such Contributed Assets shall be determined in accordance with the provisions of Section 704(c) of the Code and the regulations promulgated thereunder using the traditional method with curative allocations within the meaning of Treas. Reg. § 1.704-3(c). For purposes of this Agreement, an asset shall be deemed a Contributed Asset if it has a basis determined, in whole or in part, by reference to the basis of a Contributed Asset (including an asset previously deemed to be a Contributed Asset pursuant to this sentence). Notwithstanding the foregoing, if the gain from the sale of any Contributed Asset is being reported on the installment method for income tax purposes, then the total amount of gain which is to be recognized by each of the Members in accordance with the above provision in all taxable years shall be computed and the amount of gain to be recognized by each of the Members in each year shall be in proportion to the total gain to be recognized by each of the Members in all taxable years.

6.2 Allocation of Excess Nonrecourse Liabilities. For purposes of section 752 of the Code and the regulations thereunder, the excess nonrecourse liabilities of the Company (within the meaning of Treas. Reg. § 1.752-3(a)(3)), if any, shall be allocated to each Member in accordance with their respective Allocation Interests.

6.3 Allocations in Event of Transfer. In the event of the transfer of a Member’s Membership Interest (in accordance with and subject to the provisions of this Agreement) in the Company at any time other than at the end of a Fiscal Year, or the admission of a new Member at any time other than the end of a Fiscal Year, or the making by the Members of disproportionate capital contributions, the periods before and after such transfer, admission or disproportionate capital contributions shall be treated as separate fiscal years, and the Company’s net income, net loss and credits for each of such deemed separate fiscal years shall be allocated in accordance with the Members’ respective Allocation Interests for each of such deemed separate fiscal years.

ARTICLE 7

DISTRIBUTIVE SHARES AND

FEDERAL INCOME TAX ELECTIONS

7.1 Distributive Shares. For purposes of Subchapter K of the Code, the distributive shares of the Members of each item of Company taxable income, gains, losses, deductions or credits for any Fiscal Year shall be in the same proportions as their respective shares of the net income or loss of the Company allocated to them pursuant to Section 6.1 hereof Notwithstanding the foregoing, to the extent not inconsistent with the allocation of gain provided for in Section 6.1, gain recognized by the Company which represents ordinary income by reason of recapture of depreciation, cost recovery or depletion deductions for Federal income tax purposes shall be allocated to the Member (or the Member’s successor in interest) to whom such depreciation, cost recovery or depletion deduction to which such recapture relates was allocated.

7.2 Elections. Any and all elections required or permitted to be made by the Company under the Code, including the election provided for in section 754 of the Code, shall be made in accordance with the decisions of the Sole Member and Managing Member.

ARTICLE 8

DISTRIBUTIONS

8.2 Distribution of Net Cash Flow. The Net Cash Flow for each month (other than Net Cash Flow arising in connection with the liquidation of the Company, which Net Cash Flow shall be distributed as provided in Section 10.3 hereof) shall be distributed monthly by the 20’¹ day of each calendar month for Net Cash Flow through the end of the previous month, unless the Members otherwise agree in writing. All such distributions of Net Cash Flow shall be distributed to the Members in accordance with their Allocation Interests as of the close of the period with respect to which the Net Cash Flow is being distributed.

ARTICLE 9

Company Management

9.1 Managing Member. (a) Except as expressly provided in Section 9.2 and otherwise herein, management of the Company shall be vested in PNG as the Sole Member and Managing Member. The Sole Member and Managing Member may only be removed or replaced with the unanimous consent of the Members. Except for matters to be approved of, or consented to, by the Members under this Agreement, the Sole Member and Managing Member shall have full, exclusive, and complete discretion, power and authority, subject in all cases to the terms of this Agreement and the requirements of applicable law, to manage, control, administer, and operate the business and affairs of the Company for the purposes herein stated, and to make decisions affecting the business and affairs of the Company. All Members reserve fully all rights granted to the Members under this Agreement and to the extent of such rights, the power and authority of each Member shall be superior to the authority and power of the Sole Member and Managing Member.

(b) Service Agreements; Compensation. The Company, through the Sole Member and Managing Member, may enter into a service agreement with PNG to provide management and staff services required by the Company at no cost to the Company. The Sole Member and Managing Member shall not enter into or bind the Company to any other contract, agreement or obligation without the prior written consent of the Members. No Member shall be entitled to compensation for performing its obligations as a Member or acting as the Sole Member or Managing Member.

(c) Acts by Members. Except for rights vested in the Members, neither Member shall take, or commit the Company to take, any action, either in its own name in respect of the Company or in the name of the Company, unless the Sole Member and Managing Member has approved the same, under the authority granted herein.

(d) Management of Workforce. No Member shall have any right, power or obligation to exercise any control over the hiring of miners or over the workforce of the Company, including, but not limited to, any employment benefits or other terns and conditions of employment for the employees of the Company, and all such matters are delegated to the management employees of the Company.

9.2 Membership Committee. (a) The Members of the Company shall be represented on a committee (the “Membership Committee”) initially comprised of one representative of PNG. Each representative shall be entitled to one vote on decisions or actions of the Membership Committee.

(b) Approval Rights. Actions which require the unanimous approval of the Members will include:

(i) Approval of the Capital and Operating Budgets;

(ii) Liquidation and/or dissolution of the Company;

(iii) Replacement or removal of the Sole Member and Managing Member;

(iv) Admission of a new Member;

(v) Any additional mandatory capital contribution;

(vi) Expulsion of any Member;

(vii) Merger or consolidation with another person;

(viii) Authorization for any transaction, agreement or action unrelated to the Company’s purpose as set forth in the Articles of Organization, that otherwise contravenes this Agreement;

(ix) Any amendment to this Agreement.

(c) Meetings of the Membership Committee. Meetings of the membership Committee shall be held at least quarterly unless the Membership Committee otherwise agrees. Meetings of the Membership Committee shall also be held upon call by any member. Each Member must be present to constitute a quorum and convene a meeting of the Membership Committee. Meetings of the membership committee may, if the Members consent, be held by telephone conference in which each Member can hear all other Members, or in such other manner as shall be agreed to by the Members.

(d) Rules of the Membership Committee. The Membership Committee is authorized to adopt rules concerning the conduct of the affairs of the Membership Committee and the Company.

9.3 Applicant Violator System. Each Member represents and warrants that such member, its officers, shareholders, members, subsidiaries, affiliates and any other entity that can be attributed to it under the “ownership and control” regulations issued by the office of Surface Mining (collectively, “Member Entities”) are not currently permit blocked under the Surface Mining Control and Reclamation Act of 1977 (“SMCRA”). No Member will allow to exist any violation of SMCRA or any comparable state law at any operation of a member Entity that would cause any other Member or its Member Entities to be permit blocked. Any Member Entity which becomes permit blocked under SMCRA or any comparable state law shall provide written notice of such event to the other members within five (5) days and shall take any and all actions necessary for the removal of such permit block within twenty (20) days; provided, however, that if the permit block does not then or thereafter adversely affect the other members (by permit block or otherwise), the permit blocked entity may contest the permit block in good faith and by appropriate legal proceedings, provided further, however, that if the permit block does adversely affect the other members (by permit block or otherwise), the non-permit block Member(s) may (i) undertake to remove the condition causing the permit block, at the peiniit block Member’s expense or (ii) purchase such permit block Member’s interest in the Company at the then book value of such permit blocked Member’s interest.

ARTICLE 10

DISSOLUTION

10.1 Dissolution. The Company shall dissolve upon, but not before, the first to occur of the following:

(a) The consent of the Members to dissolve the Company; or

(b) The dissolution of the Company under the Act by virtue of an event which cannot be waived by the parties.

The Company may only be dissolved in accordance with the foregoing and the Members waive dissolution of the Company on account of any event described in the Act which may be superceded by the tennis of this Agreement. Dissolution of the Company shall be effective upon the date on which the event giving rise to the dissolution occurs, but the Company shall not terminate until the assets of the Company have been distributed as provided in Section 10.3. Prior to the liquidation and termination of the Company, the business of the Company, and the obligations of the Members relative to the Company, shall continue to be governed by this Agreement.

10.2 Liquidation and Winding Up Upon Dissolution. If the Company is dissolved, the Company shall be wound up and liquidated in accordance with the requirements of law and the following provisions:

(a) The right to wind up the Company’s affairs and to supervise its liquidation shall be exercised jointly by all Members (the “Liquidators”).

(b) Upon dissolution, the Liquidators shall ensure that an account is taken as soon as practicable of all property, assets and liabilities of the Company.

(d) The assets and property of the Company or the proceeds of any sale thereof, together with contributions received pursuant to Section 10.2(c) hereof, shall be applied by the Liquidators in accordance with Section 10.3 hereof.

(a) First:

To the payment and discharge of all of the Company’s debts and liabilities, to the necessary expenses of liquidation, to a cash reserve for the completion of the reclamation obligations of the Company and to the establishment of a cash reserve which the Members deteimine to create for unmatured and/or contingent liabilities and obligations of the Company.

(b) Second:

To the payment and discharge of all of the Company’s debts and liabilities to Members, pro-rata in accordance with their respective unpaid principal balances.

To the Members in accordance with their Capital Accounts; provided, however, that if the Liquidators establish any reserves in accordance with the provisions of Section 10.3(a), then the distributions pursuant to this Section 10.3(c) (including distributions of such reserve) shall be pro rata in accordance with the balances of the Members’ Capital Accounts.

No Member shall be required to contribute any property to the Company or any third party by reason of having a negative Capital Account.

ARTICLE 11

ASSIGNMENT; OPTIONS

11.1 Assignment of Member’s Interest. Except as provided below, no Member may withdraw, sell, assign, transfer, pledge, grant a security interest in, encumber or otherwise dispose of, all or any part of its Membership Interest in the Company without the unanimous prior written consent of all of the Members. Any attempted withdrawal, sale, assignment, transfer, pledge, grant, encumbrance or disposition not permitted by prior written agreement of all Members shall be null and void ab initio and of no force and effect. Each Member may collaterally assign to a financial institution granting credit to the Company or its Affiliates, any or all rights of such Member under this Agreement.

ARTICLE 12

RELATIONSHIP WITH COMPANY

12.1 Promotion of Company. Each Member shall use reasonable efforts to promote the activities of the Company and to ensure its success.

12.2 Information. Subject to any applicable restriction of law, the Members shall be fully and currently informed of the activities of the Company. To the extent that there are any applicable laws or regulations which would have the effect of limiting the right of a Member to be so infoinied, the other Member shall use all reasonable efforts to obtain waivers thereof in favor of the Company and the Member so limited and, failing the obtaining of such waivers, the Members shall make such arrangements as shall be practicable to preserve to the Company the benefits of the contracts or projects to which such secrecy agreements or laws or regulations relate. Each Member shall not, except as required by law and except for disclosure to its officers, directors, employees, shareholders, partners, attorneys, accountants, and Affiliates (who shall be bound by the confidentiality provisions of this Agreement), divulge to any person any confidential or proprietary information concerning the business of the Company including, without limitation, the terms of this Agreement.

ARTICLE 13

GOVERNING LAW

13.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

ARTICLE 14

ARBITRATION

14.1 Any claim or dispute between the Members which arises out of or relates to this Agreement shall be arbitrable. All such arbitrable matters shall arbitrated in accordance with the rules of the American Arbitration Association. The cost of such arbitration shall be borne equally by the Members. The pendency of any arbitration proceeding shall stay any right of a Member to take any action in regard to the other Member which is based upon a claim involved in the matter being arbitrated, but such stay shall not affect the obligations of the parties hereunder to continue with performance of this Agreement except to the extent of the matter being arbitrated.

ARTICLE 15

NOTICES

to PNG:

Peabody Natural Gas, LLC

701 Market Street, Suite 740

St. Louis, MO 63101

Attn: President

or to such other address or to such other person as a Member shall have last designated by notice to the other Member.

ARTICLE 16

MISCELLANEOUS

16.1 Binding on Successors. Except as otherwise provided in this Agreement, this Agreement shall be binding upon and inure to the benefit of the Member(s) and their successors and assigns.

16.2 Amendments. This Agreement shall not be amended or modified except with the unanimous consent of the Member(s) as evidenced by a written instrument executed by all Members.

16.3 Waiver and Consent. No consent or waiver, express or implied, by a Member to or of any breach or default by the other Member in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the perfoiiiiance by such other Member of the same or any other obligation of such Member hereunder.

16.5 Relationship of the Members. The relationship between the Members shall be limited to the performance of the transactions contemplated by this Agreement and by the Articles, and in accordance with their terms. Nothing herein shall be construed to authorize a Member to act as general agent for any other Member.

16.6 Further Assurances. The Member(s) shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purpose of this Agreement.

16.8 Agreement in Counterparts. This Agreement may be executed in as many counterparts as may be deemed necessary and convenient. Each counterpart when so executed shall be deemed an original, but all counterparts shall constitute one and the same instrument.

16.9 Entire Agreement. This Agreement and the Articles contain the entire agreement between the parties hereto relative to the Company. Exhibits are incorporated into this Agreement by reference.

16.10 No Third Party Beneficiary. Except as specifically set forth herein, this Agreement is made solely and specifically between and for the benefit of the parties hereto, and their respective permitted successors and assigns, and no other person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

IN WITNESS WHEREOF, the parties hereto have duly caused the execution of this Agreement by their duly authorized officers, as of the day and year first above written.


PEABODY NATURAL GAS, LLC

By:		Steven F. Schaab
Title:		Vice President & Treasurer

EX-3.238 192 d358187dex3238.htm EX-3.238 EX-3.238

Exhibit 3.238

OPERATING AGREEMENT

PORCUPINE TRANSPORTATION, LLC

THIS OPERATING AGREEMENT (this “Agreement”) is made and entered into as of the 16th day of February, 2000 by PEABODY NATURAL GAS, LLC, a Delaware limited liability company with its principal offices at 701 Market Street, Suite 700, St. Louis, MO 63101 (“PNG”). PNG is hereinafter referred to as the “Member” and any subsequently admitted members shall hereinafter collectively be referred to with PNG as the “Members”. For purposes of this Agreement, the term “Member” shall include any party then acting in such capacity in accordance with the terms of this Agreement.

RECITALS

A. PNG desires to farm a limited liability company under the Delaware Limited Liability Company Act (“Act”) to be known as “Porcupine Transportation, LLC” (the “Company”) for the purposes set out in this Agreement.

B. PNG shall be the Sole Member and Managing Member of the Company.

C. PNG desires to set out in this Agreement its rights, duties and liabilities with respect to such limited liability company.

NOW, THEREFORE, in consideration of the Recitals and the mutual covenants and undertakings set forth herein, PNG agrees as follows:

ARTICLE 1

FORMATION

1.1 Founation. The Member does hereby form the Company as a limited liability company under the Act for the purposes and term set out in this Agreement. To effect the follnation of the Company, the Member has executed and duly recorded certificate of formation in the form attached hereto as Exhibit 1.1 (the “Articles”). PNG shall be the Sole Member and Managing Member of the Company.

1.2 Name. The Company will do business under the name “Porcupine Transportation, LLC”. The Sole Member and Managing Member shall execute and file the Articles and such other certificates as shall be required under the Act and under the laws of each state in which the Company is required or desires to be qualified to do business.

1.4 Term. The duration of the Company is perpetual, or until liquidation in accordance with the tern’s of this Agreement for the Company or as required by the Act.

1.5 Property Ownership. All assets and property owned by the Company, whether real or personal, tangible or intangible, shall be held in the name of the Company.

ARTICLE 2

PURPOSES AND NON-COMPETITION

(a) The acquisition of natural gas reserves in the Project Area;

(c) The permitting and bonding (either directly or through one of its Members) of all natural gas exploration, processing and shipping operations on or relating to the acquired natural gas reserves and the completion of reclamation obligations relative to the natural gas exploration, processing or shipping operations conducted on or relating to the acquired natural gas reserves;

(d) The purchasing, selling, brokering, processing and/or shipping of natural gas from whatever source in the Project Area;

(e) The acquisition of existing businesses, operating solely in the Project Area, relating to the mining, processing, selling or shipping of natural gas;

(f) To employ personnel necessary for the conduct of the business of the Company;

(g) The investment of the income earned by the Company prior to distribution to the Members;

(h) The borrowing of money, the leasing of assets and/or the granting of liens and security interests in assets of the Company; and

(i) All other activities necessary, appropriate, incidental or desirable in connection with the foregoing, or otherwise contemplated in this Agreement.

2.3 Term. The duration of the Company is perpetual, or until liquidation in accordance with the terms of this Agreement or as required by the Act.

ARTICLE 3

CAPITAL CONTRIBUTIONS

3.1 Initial Capital Contributions.

(b) PNG shall initially have a 100% interest in the Company.

3.3 Interest on Capital Contributions. No Member shall be entitled to interest on any capital contributions made to the Company.

3.5 Capital Accounts. There shall be established on the books of the Company a capital account (“Capital Account”) for each Member. It is the intention of the Members that such Capital Account be maintained in accordance with the provisions of Treas. Reg. § 1.704- 1(b)(2)(iv), and this Agreement shall be so construed. Accordingly, such Capital Account shall initially be credited with the initial capital contribution of the Member and thereafter shall be increased by (i) any cash or the fair market value of any property contributed by such Member (net of any liabilities assumed by the Company or to which the contributed property is subject) and (ii) the amount of all net income (whether or not exempt from tax) and gain allocated to such Member hereunder, and decreased by (i) the amount of all net losses allocated to such Member hereunder (including expenditures described in section 705(a)(2)(B) of the Internal Revenue Code of 1986, as amended (“Code”), or treated as such an expenditure by reason of Treas. Reg. § 1.704-1(b)(2)(iv)(i)) and (ii) the amount of cash, and the fair market value of property (net of any liabilities assumed by such Member or to which the distributed property is subject), distributed to such Member pursuant to this Agreement. If a Member transfers all or any part of such Member’s interest (capital, profits and otherwise) in the Company (“Membership Interest”) in accordance with the terms of this Agreement, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent of the interest transferred.

ARTICLE 4

ACCOUNTING

4.2 Fiscal Year. The fiscal year of the Company shall commence on April 1st and end on March 31st (“Fiscal Year”).

4.3 Reports.

4.5 Member’s Request for Additional Information. The Company shall also furnish to any Member such other reports of the Company’s operations and conditions as may reasonably be requested by such Member. Any Member shall have the right at any time to visit the offices and operations of the Company and inspect and audit records of the Company.

4.7 Revaluation of Company Property. If there shall occur (i) an acquisition of a Membership Interest for more than a de minimis capital contribution, or (ii) a distribution (other than a de minimis distribution) to a Member in consideration for a Membership Interest, the Member committee may revalue the assets of the Company at their then fair market value and adjust the Capital Accounts of the Members in the same manner as provided in Section 8.3 in the case of a property distribution. If there is a reallocation pursuant to this Section 4.7, then net income and net loss shall thereafter be adjusted for allocations of depreciation (cost recovery) and gain or loss in accordance wit the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(f) and (g), and the Members’ distributive shares of depreciation (cost recovery) and gain or loss computed in accordance with the principles of section 704(c) of the Code and the regulations promulgated thereunder using the method selected by the Membership Committee.

ARTICLE 5

BANK ACCOUNTS AND EXCESS FUNDS

ARTICLE 6

ALLOCATION OF NET INCOME AND LOSS

6.1 Net Income and Net Loss.

(a) Except as otherwise provided in this Agreement, the net income and net loss of the Company for each Fiscal Year shall be allocated 100% to PNG (“Allocation Interests”).

(b) Notwithstanding anything herein to the contrary, if a Member has a deficit balance in such Member’s Capital Account (excluding from such Member’s deficit Capital Account any amount which such Member is obligated to restore in accordance with Treas. Reg § 1.704-1(b)(2)(ii)(c), as well as any amount such Member is treated as obligated to restore under Treas. Reg. §§ 1.704-2(g)(1) and 1.704-2(i)(5)) and unexpectedly receives an adjustment, allocation or distribution described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4), (5) or (6), then such Member will be allocated items of income and gain in an amount and manner sufficient to eliminate the deficit balance in such Member’s Capital Account as quickly as possible. If there is an allocation to a Member pursuant to this Section 6.1(b), then future allocations of net income pursuant to Section 6.1(a) shall be adjusted so that those Members who were allocated less income, or a greater amount of loss, by reason of the allocation made pursuant to this Section 6.1(b), shall be allocated additional net income in an equal amount. It is the intention of the parties that the provisions of this Section 6.1(b) constitute a “qualified income offset” within the meaning of Treas. Reg. §§ 1.704-1(b)(2)(ii)(d), and such provisions shall be so construed.

(f) Notwithstanding the provisions of Section 6.1(a) hereof, to the extent losses are allocated to the Members by virtue of Section 6.1(e) hereof, the net income of the Company thereafter recognized shall be allocated to such Members (in proportion to the losses previously allocated to them pursuant to Section 6.1(e) hereof until such time as the net income of the Company allocated to them pursuant to this Section 6.1(f) equals the net losses allocated to them pursuant to Section 6.1(e) hereof.

(g) For Federal state and local income tax purposes only, with respect to any assets contributed by a Member to the Company (“Contributed Assets”) which have an agreed fair market value on the date of their contribution which differs from the Member’s adjusted basis therefor as of the date of contribution, the allocation of depreciation and gain or loss with respect to such Contributed Assets shall be determined in accordance with the provisions of Section 704(c) of the Code and the regulations promulgated thereunder using the traditional method with curative allocations within the meaning of Treas. Reg. § 1.704-3(c). For purposes of this Agreement, an asset shall be deemed a Contributed Asset if it has a basis determined, in whole or in part, by reference to the basis of a Contributed Asset (including an asset previously deemed to be a Contributed Asset pursuant to this sentence). Notwithstanding the foregoing, if the gain from the sale of any Contributed Asset is being reported on the installment method for income tax purposes, then the total amount of gain which is to be recognized by each of the Members in accordance with the above provision in all taxable years shall be computed and the amount of gain to be recognized by each of the Members in each year shall be in proportion to the total gain to be recognized by each of the Members in all taxable years.

6.2 Allocation of Excess Nonrecourse Liabilities. For purposes of section 752 of the Code and the regulations thereunder, the excess nonrecourse liabilities of the Company (within the meaning of Treas. Reg. § 1.752-3(a)(3)), if any, shall be allocated to each Member in accordance with their respective Allocation Interests.

6.3 Allocations in Event of Transfer. In the event of the transfer of a Member’s Membership Interest (in accordance with and subject to the provisions of this Agreement) in the Company at any time other than at the end of a Fiscal Year, or the admission of a new Member at any time other than the end of a Fiscal Year, or the making by the Members of disproportionate capital contributions, the periods before and after such transfer, admission or disproportionate capital contributions shall be treated as separate fiscal years, and the Company’s net income, net loss and credits for each of such deemed separate fiscal years shall be allocated in accordance with the Members’ respective Allocation Interests for each of such deemed separate fiscal years.

ARTICLE 7

DISTRIBUTIVE SHARES AND

FEDERAL INCOME TAX ELECTIONS

7.1 Distributive Shares. For purposes of Subchapter K of the Code, the distributive shares of the Members of each item of Company taxable income, gains, losses, deductions or credits for any Fiscal Year shall be in the same proportions as their respective shares of the net income or loss of the Company allocated to them pursuant to Section 6.1 hereof. Notwithstanding the foregoing, to the extent not inconsistent with the allocation of gain provided for in Section 6.1, gain recognized by the Company which represents ordinary income by reason of recapture of depreciation, cost recovery or depletion deductions for Federal income tax purposes shall be allocated to the Member (or the Member’s successor in interest) to whom such depreciation, cost recovery or depletion deduction to which such recapture relates was allocated.

ARTICLE 8

DISTRIBUTIONS

8.2 Distribution of Net Cash Flow. The Net Cash Flow for each month (other than Net Cash Flow arising in connection with the liquidation of the Company, which Net Cash Flow shall be distributed as provided in Section 10.3 hereof) shall be distributed monthly by the 20’ day of each calendar month for Net Cash Flow through the end of the previous month, unless the Members otherwise agree in writing. All such distributions of Net Cash Flow shall be distributed to the Members in accordance with their Allocation Interests as of the close of the period with respect to which the Net Cash Flow is being distributed.

ARTICLE 9

Company Management

9.1 Managing Member. (a) Except as expressly provided in Section 9.2 and otherwise herein, management of the Company shall be vested in PNG as the Sole Member and Managing Member. The Sole Member and Managing Member may only be removed or replaced with the unanimous consent of the Members. Except for matters to be approved of, or consented to, by the Members under this Agreement, the Sole Member and Managing Member shall have full, exclusive, and complete discretion, power and authority, subject in all cases to the tenus of this Agreement and the requirements of applicable law, to manage, control, administer, and operate the business and affairs of the Company for the purposes herein stated, and to make decisions affecting the business and affairs of the Company. All Members reserve fully all rights granted to the Members under this Agreement and to the extent of such rights, the power and authority of each Member shall be superior to the authority and power of the Sole Member and Managing Member.

(c) Acts by Members. Except for rights vested in the Members, neither Member shall take, or commit the Company to take, any action, either in its own name in respect of the Company or in the name of the Company, unless the Sole Member and Managing Member has approved the same, under the authority granted herein.

(b) Approval Rights. Actions which require the unanimous approval of the Members will include:

(i) Approval of the Capital and Operating Budgets;

(ii) Liquidation and/or dissolution of the Company;

(iii) Replacement or removal of the Sole Member and Managing Member;

(iv) Admission of a new Member;

(v) Any additional mandatory capital contribution;

(vi) Expulsion of any Member;

(vii) Merger or consolidation with another person;

(viii) Authorization for any transaction, agreement or action unrelated to the Company’s purpose as set forth in the Articles of Organization, that otherwise contravenes this Agreement;

(ix) Any amendment to this Agreement.

(d) Rules of the Membership Committee. The Membership Committee is authorized to adopt rules concerning the conduct of the affairs of the Membership Committee and the Company.

9.3 Applicant Violator System. Each Member represents and warrants that such member, its officers, shareholders, members, subsidiaries, affiliates and any other entity that can be attributed to it under the “ownership and control” regulations issued by the office of Surface Mining (collectively, “Member Entities”) are not currently permit blocked under the Surface Mining Control and Reclamation Act of 1977 (“SMCRA”). No Member will allow to exist any violation of SMCRA or any comparable state law at any operation of a member Entity that would cause any other Member or its Member Entities to be permit blocked. Any Member Entity which becomes permit blocked under SMCRA or any comparable state law shall provide written notice of such event to the other members within five (5) days and shall take any and all actions necessary for the removal of such permit block within twenty (20) days; provided, however, that if the permit block does not then or thereafter adversely affect the other members (by permit block or otherwise), the permit blocked entity may contest the permit block in good faith and by appropriate legal proceedings, provided further, however, that if the permit block does adversely affect the other members (by permit block or otherwise), the non-permit block Member(s) may (i) undertake to remove the condition causing the permit block, at the permit block Member’s expense or (ii) purchase such permit block Member’s interest in the Company at the then book value of such permit blocked Member’s interest.

ARTICLE 10

DISSOLUTION

10.1 Dissolution. The Company shall dissolve upon, but not before, the first to occur of the following:

(a) The consent of the Members to dissolve the Company; or

(b) The dissolution of the Company under the Act by virtue of an event which cannot be waived by the parties.

10.2 Liquidation and Winding Up Upon Dissolution. If the Company is dissolved, the Company shall be wound up and liquidated in accordance with the requirements of law and the following provisions:

(a) The right to wind up the Company’s affairs and to supervise its liquidation shall be exercised jointly by all Members (the “Liquidators”).

(b) Upon dissolution, the Liquidators shall ensure that an account is taken as soon as practicable of all property, assets and liabilities of the Company.


(a)First:		To the payment and discharge of all of the Company’s debts and liabilities, to the necessary expenses of liquidation, to a cash reserve for the completion of the reclamation obligations of the Company and to the establishment of a cash reserve which the Members determine to create for unmatured and/or contingent liabilities and obligations of the Company.

(b)Second:		To the payment and discharge of all of the Company’s debts and liabilities to Members, pro-rata in accordance with their respective unpaid principal balances.

(c)Third:		To the Members in accordance with their Capital Accounts; provided, however, that if the Liquidators establish any reserves in accordance with the provisions of Section 10.3(a), then the distributions pursuant to this Section 10.3(c) (including distributions of such reserve) shall be pro rata in accordance with the balances of the Members’ Capital Accounts.

No Member shall be required to contribute any property to the Company or any third party by reason of having a negative Capital Account.

ARTICLE 11

ASSIGNMENT; OPTIONS

11.1 Assignment of Member’s Interest. Except as provided below, no Member may withdraw, sell, assign, transfer, pledge, grant a security interest in, encumber or otherwise dispose of, all or any part of its Membership Interest in the Company without the unanimous prior written consent of all of the Members. Any attempted withdrawal, sale, assignment, transfer, pledge, grant, encumbrance or disposition not permitted by prior written agreement of all Members shall be null and void ab initio and of no force and effect. Each Member may collaterally assign to a financial institution granting credit to the Company or its affiliates, any or all rights of such Member under this Agreement.

ARTICLE 12

RELATIONSHIP WITH COMPANY

12.1 Promotion of Company. Each Member shall use reasonable efforts to promote the activities of the Company and to ensure its success.

12.2 Information. Subject to any applicable restriction of law, the Members shall be fully and currently informed of the activities of the Company. To the extent that there are any applicable laws or regulations which would have the effect of limiting the right of a Member to be so informed, the other Member shall use all reasonable efforts to obtain waivers thereof in favor of the Company and the Member so limited and, failing the obtaining of such waivers, the Members shall make such arrangements as shall be practicable to preserve to the Company the benefits of the contracts or projects to which such secrecy agreements or laws or regulations relate. Each Member shall not, except as required by law and except for disclosure to its officers, directors, employees, shareholders, partners, attorneys, accountants, and Affiliates (who shall be bound by the confidentiality provisions of this Agreement), divulge to any person any confidential or proprietary information concerning the business of the Company including, without limitation, the terms of this Agreement.

ARTICLE 13

GOVERNING LAW

13.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

ARTICLE 14

ARBITRATION

14.1 Any claim or dispute between the Members which arises out of or relates to this Agreement shall be arbitrable. All such arbitrable matters shall arbitrated in accordance with the rules of the American Arbitration Association. The cost of such arbitration shall be borne equally by the Members. The pendency of any arbitration proceeding shall stay any right of a Member to take any action in regard to the other Member which is based upon a claim involved in the matter being arbitrated, but such stay shall not affect the obligations of the parties hereunder to continue with performance of this Agreement except to the extent of the matter being arbitrated.

ARTICLE 15

NOTICES

15.1 Addresses. All notices, consents, elections, requests, reports, demands and other communications hereunder shall be in writing and shall be personally delivered or mailed by registered or certified, first-class mail, postage prepaid, or sent by confimied facsimile transmission or by a reputable overnight courier service such as Federal Express,

to PNG:

Peabody Natural Gas, LLC

701 Market Street, Suite 740

St. Louis, MO 63101

Attn: President

or to such other address or to such other person as a Member shall have last designated by notice to the other Member.

ARTICLE 16

MISCELLANEOUS

16.1 Binding on Successors. Except as otherwise provided in this Agreement, this Agreement shall be binding upon and inure to the benefit of the Member(s) and their successors and assigns.

16.2 Amendments. This Agreement shall not be amended or modified except with the unanimous consent of the Member(s) as evidenced by a written instrument executed by all Members.

16.3 Waiver and Consent. No consent or waiver, express or implied, by a Member to or of any breach or default by the other Member in the perfoiiiiance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the perfoi mance by such other Member of the same or any other obligation of such Member hereunder.

16.5 Relationship of the Members. The relationship between the Members shall be limited to the performance of the transactions contemplated by this Agreement and by the Articles and in accordance with their terms. Nothing herein shall be construed to authorize a Member to act as general agent for any other Member.

16.6 Further Assurances. The Member(s) shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purpose of this Agreement.

16.8 Agreement in Counterparts. This Agreement may be executed in as many counterparts as may be deemed necessary and convenient. Each counterpart when so executed shall be deemed an original, but all counterparts shall constitute one and the same instrument.

16.9 Entire Agreement. This Agreement and the Articles contain the entire agreement between the parties hereto relative to the Company. Exhibits are incorporated into this Agreement by reference.

16.10 No Third Party Beneficiary. Except as specifically set forth herein, this Agreement is made solely and specifically between and for the benefit of the parties hereto, and their respective permitted successors and assigns, and no other person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

IN WITNESS WHEREOF, the parties hereto have duly caused the execution of this Agreement by their duly authorized officers, as of the day and year first above written.


PEABODY NATURAL GAS, LLC

By:		/s/ Steven F. Schaab
Title:		Vice President & Treasurer

EX-3.239 193 d358187dex3239.htm EX-3.239 EX-3.239

Exhibit 3.239

CERTIFICATE OF INCORPORATION

ORION MINES, INC.

1. The name of the corporation is ORION MINES, INC.

2. The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000); and the par value of each of such shares is One Dollar ($1.00), amounting in the aggregate to One Thousand Dollars ($1,000.00).

5. The name and mailing address of each incorporator is as follows:


NAME		MAILING ADDRESS

S. S. Simpson		100 West Tenth Street Wilmington, Delaware 19801

K. L. Husfelt		100 West Tenth Street Wilmington, Delaware 19801

G. J. Coyle		100 West Tenth Street Wilmington, Delaware 19801

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation. To authorize and cause to be executed mortgages and lien upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

By a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from acting, whether or not he or they constitute a quorum, may unanimously appoint mother member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all, papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an Agreement of Merger or Consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or by-laws, expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorise the issuance of stock.

When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good .will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of th corporation.

8. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Election of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, ‘do make this certificate, hereby dellaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this ll^th day of April, 1977.

/s/ S. S. Simpson

S. S. Simpson

/s/ K. L. Husfelt

K. L. Husfelt

/s/ G. J. Coyle

G. J. Coyle

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

Darius Gold Mine Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY

FIRST: That the Board of Directors of said corporation, by unanimous written consent, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Darius Gold Mine Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

The name of the corporation is Riverview Terminal Company.

SECOND: that in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware

IN WITNESS WHEREOF, said Darius Gold Mine Inc. has caused this certificate to be signed by James C. Severn, its Vice President and Assistant Secretary, this 11th day of April, 2001.

Darius Gold Mine Inc.

By: /s/ James C. Sevem

Vice President and Secretary

EX-3.240 194 d358187dex3240.htm EX-3.240 EX-3.240

Exhibit 3.240

BY-LAWS

DARIUS GOLD MINE INC.

ARTICLE 1

DEFINITIONS

s used in these By-laws, unless the context otherwise requires, the term:

1.1 “Assistant Secretary” means an Assistant Secretary of the Corporation.

1.2 “Assistant Treasurer” means an Assistant Treasurer of the Corporation.

1.3 “Board” means the Board of Directors of the Corporation.

1.4 “By-laws” means the initial by-laws of the Corporation, as amended from time to time.

1.5 “Certificate of Incorporation” means the initial certificate of incorporation of the Corporation, as amended, supplemented or restated from time to time.

1.6 “Corporation” means Darius Gold Mine Inc.

1.7 “Directors” means directors of the Corporation.

1.8 “General Corporation Law” means the General Corporation Law of the State of Delaware, as amended from time to time.

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1.9 “Office of the Corporation” means the executive office of the Corporation, anything in Section 131 of the General Corporation Law to the contrary notwithstanding.

1.10 “President” means the President of the Corporation.

1.11 “Secretary” means the Secretary of the Corporation.

1.12 “Stockholders” means stockholders of the Corporation.

1.13 “Total number of directors” means the total number of directors determined in accordance with Section 141(b) of the General Corporation Law and Section 2 of Article 3 of the Bylaws.

1.14 “Treasurer” means the Treasurer of the Corporation.

1.15 “Vice-President” means a Vice President of the Corporation.

1.16 “Whole Board” means the total number of directors of the Corporation.

ARTICLE 2

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of the stockholders of DARIUS GOLD MINE INC. (hereinafter to be called the “Corporation”) shall be held at 11:00 a.m. on the first Tuesday in October. At the annual meeting, the stockholders shall

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elect by a plurality vote a board of directors (hereinafter referred to as the “Board”), and transact such other business as may properly be brought before the meeting. If the annual meeting shall not be held on the day hereinabove provided for, the Board shall cause the meeting to be held as soon thereafter as convenient.

Section 2. Special Meetings. Special meetings of the stockholders (other than a special meeting for the election of directors), unless otherwise prescribed by statute, may be called for any purpose or purposes at any time by the Board or by the President, or by the Secretary. At any special meeting of stockholders only such business may be transacted as is related to the purpose or purposes of such meeting set forth in the notice thereof given pursuant to Section 4 of this Article or in any waiver of notice thereof given pursuant to Section 4 of this Article.

Section 3. Fixing Record Date. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled, to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in

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advance, a date as the record date for any such determination of stockholders. Such date shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any action. If no such record date is fixed:

3.1 The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

3.2 The record date for determining stockholders to express consent to corporate action in writing a meeting shall be the day on which the first written is expressed;

3.3 The record date for determining stockholders for any purpose other than those specified in Sections 3.1 and 3.2 shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

When a determination of stockholders entitled to notice of or to vote at any meeting of stockholders has been made as provided in this Section 3 such determination shall apply to any adjournment thereof, unless the Board fixes a new record date for the adjourned meeting.

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Section 4. Notice of Meetings. Written notice of the place, date and time of the holding of each annual and special meeting of the stockholders and, in the case of a special meeting, the purpose or purposes thereof, shall be given personally or by mail in a postage prepaid envelope to each stockholder entitled to vote at such meeting, not less than ten nor more than sixty days before the date of such meeting, and, if mailed, it shall be directed to such stockholder at his address as it appears on the records of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, in which case it shall be directed to him at such other address. If mailed, such notice shall be deemed to be given when deposited in the United States mail. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice required by this section has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy and shall not, at the beginning of such meeting, object to the transaction of any business because the meeting is not lawfully called or convened, or who shall, either before or after the meeting, submit a signed waiver of notice, in person or by proxy. Neither the business to be transacted at, nor the purpose of, any regular or special meeting

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of the stockholders need be specified in any written waiver of notice. Unless the Board shall fix after the adjournment a new record date for an adjourned meeting, notice of such adjourned meeting need not be given if the time and place to which the meeting shall be adjourned were announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If th adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockh lder of record entitled to vote at the meeting.

Section 5. Place of Meetings. Every meeting of the stockholders shall be held at the office of the Corporation or at such other place, within or without the State of Delaware, as the Board or the officer calling the same shall specify in the notice of such meeting, or in a duly executed waiver of notice thereof.

Section 6. Quorum. At all meetings of the stockholders the holders of one third of the shares of stock of the Corporation issued and outstanding and entitled to vote shall be present in person or by proxy to constitute a quorum for the transaction of any business. When a quorum is once present to organize a meeting of stockholders, it is not broken by the subsequent withdrawal of any stockholders. In the absence of a quorum, the holders of a majority of the shares of stock present in person or by proxy and

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entitled to vote, or if no stockholder entitled to vote is present, then any officer of the Corporation may adjourn the meeting from time to time. At any such adjourned meeting at which a quorum may be present any business may be transacted which might have been transacted at the meeting as originally called.

Section 7. Organization. At each meeting of the stockholders, the Chairman of the oard, or in his absence or inability to act, the President, or in the absence or inability to act of the Chairman of the Board and the President, a Vice-President, and in case more than one Vice-President shall be present, that Vice-President designated by the Board (or in the absence of any such designation, the most senior Vice-President, based on age, present), or in the absence of all of the foregoing, any person chosen by a majority of those stockholders present, shall act as chairman of the meeting. The Secretary, or, in his absence or inability to act, the Assistant Secretary or any person appointed by the chairman of the meeting, shall act as secretary of the meeting and keep the minutes thereof.

Section 8. Order of Business. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting, but the order of business to be followed at any meeting at which a quorum is present may be changed by a

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majority of votes cast at such meeting by the holders of shares of capital stock present in person or represented by proxy and entitled to vote at the meeting.

Section 9. Voting. Except as otherwise provided by statute or by the Certificate of Incorporation, each holder of record of shares of stock of the Corporation having voting power shall be entitled at each meeting of the stockholders to one vote for every share of such stock standing in his name on the record of stockholders of the Corporation determined in acc rdance with Section 3 of this Article. If the Certificate of Incorporation provides for more or less than one vote for any share, on any matter, every reference in the By-laws or the General Corporation Law to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock. The provisions of Sections 212 and 217 of the General Corporation Law shall apply in determining whether any shares of capital stock may be voted, and the persons, if any, entitled to vote such shares; but the Corporation shall be protected in treating the persons in whose names shares of capital stock stand on the record of stockholders as owners thereof for all purposes. Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy signed by such stockholder or his attorney-in-fact. Any such proxy shall be delivered to the secretary of such meeting at or prior to the time designated in the order of business for so

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delivering such proxies. No proxy shall be^, valid after the expiration of three years from the date thereof, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the stockholder executing it, except in those cases where an irrevocable proxy is permitted by law. Except as otherwise provided by statute, these By-laws, or the Certificate of Incorporation, any corporate action to be taken by vote of the stockholders shall be authorized by a majority of the total votes, cast at a meeting of stockholders by the holders of shares present in person or represented by proxy and entitled to vote on such action. All elections of directors shall be by written ballot unless otherwise provided in the Certificate of Incorporation. In voting on any other question on which a vote by ballot is required by law or is demanded by any stockholder entitled to vote, the voting shall be by ballot. On a vote by written ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted. On all other questions, the voting may be viva voce. Every stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy. The validity and enforceability of any proxy shall be determined in accordance with Section 212 of the General Corporation Law.

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Section 10. List of Stockholders. The Secretary shall prepare and make, or cause to be prepared and made, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to th meetings, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 11. Inspectors. The Board may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If the inspectors shall not be so appointed, the chairman of the meeting may and on the request of any stockholder entitled to vote thereat shall, appoint one or more inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the chairman of the meeting. Each inspector, before entering upon

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the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or votes with fairness to all stockholders. On request of the chairman of the meeting or any stockholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. Any report or certificate made by the inspector or inspectors shall be prima facie evidence of the facts stated and of the vote as certified by him or them. No director or candidate for the office of director shall act as inspector of an election of directors. Inspectors need not be stockholders.

Section 12. Consent of Stockholders in Lieu of Meeting. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, the meeting and vote of stockholders can be dispensed with without prior notice and without a vote (a) if all

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of the st ckholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken, setting forth the action so taken; or (b) unless the Certificate of Incorporation provides otherwise, with the written consent of the holders of not less than the minimum percentage of the total vote required by statute for the proposed corporate action, and provided that prompt notice must be given to all stockholders who have not so consented in writing of the taking of such corporate action without a meeting and by less than unanimous written consent of stockholders.

ARTICLE 3

BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. The Board may adopt such rules and regulations, not inconsistent with the Certificate of Incorporation or the By-laws or applicable laws, as it may deem proper for the conduct of its meetings and the management of the Corporation. The Board may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

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section 2. Number, Qualifications, Election and Term of Office. The Board shall consist of three to fifteen members. The total number of directors shall be fixed initially by the incorporator and may thereafter be changed from time to time by action of the stockholders or by action of the Board. All the directors shall be of full age. Directors need not be stockholders. Except as otherwise provided by statute or the Certificate of Incorporation or then•By-laws, the directors shall be elected by plurality vote at the annual meeting of the stockholders. Each director shall hold office until the next annual meeting of the stockholders and until his successor shall have been duly elected and qualified, or until his death, or until he shall have resigned, or have been removed, as hereinafter provided in these By-laws, or as otherwise provided by statute or the Certificate of Incorporation.

Section 3. Place of Meetings. Meetings of the Board, regular or special, may be held at such place and at such time, within or without the State of Delaware, as the Board may from time to time determine or as shall be specified in the notice or waiver of notice of such meeting.

Section 4. Annual Meeting. The Board shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of the stockholders, on the same day and at the same place where such annual meeting shall be held. Notice of

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such meeting need not be given. Such meeting may be held at any other time or place (within or without the State of Delaware) which shall be specified in a notice thereof given as hereinafter provided in Section 7 of this Article II.

Section 5. Regular Meetings. Regular meetings of the Board shall be held at such time and place as the Board from time to time determines. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board need not be given except as otherwise required by statute or these By-laws.

Section 6. Special Meetings. Special meetings of the Board shall be held whenever called by two or more directors of the Corporation or by the Chairman of the Board or the President or the Secretary.

Section 7. Notice of Meetings. Notice of each special meeting of the Board (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 7, in which notice shall be stated the time and place (within or without the State of Delaware) of the meeting. Notice of each such meeting shall be delivered to each director, either personally or by telephone, telegraph, cable or wireless, at least twenty-four hours before the time at which such meeting is to be held or by first-class

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mail, postage prepaid, addressed to him at his residence, or usual place of business, at least two days before the day on which such meeting is to be held. If mailed, each notice shall be deemed given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States post office department. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, sub it a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to hi . Except as otherwise specifically required by these By-laws, a notice or waiver of notice of any regular or special meeting need not state the purposes of such meeting.

Section 8 Quorum and Manner of Acting. One-third of the directors shall be present in person or by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and, except as otherwise expressly required by statute or the Certificate of Incorporation, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. In the absence of a quorum at any meeting of the Board, a majority of the directors present thereat, or if no director be present, the Secretary, may adjourn such meeting to another time

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and place. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Except as provided in Article 3 of these By-laws, the directors shall act only as a Board and the individual directors shall have no power as such.

Section 9. Organization. At each meeting of the Board, the Chairman of the Board (or, in his absence or inability to act, the President, or, in his absence or inability to act another director chosen by a majority of the directors present) shall act as Chairman of the meeting and preside thereat. The Secretary (or, in his absence or inability to act, the Assistant Secretary, or in his absence or inability to act any person appointed by the Chairman) shall act as secretary of the meeting and keep the minutes thereof.

Section 10. Resignations. Any director of the Corporation may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 11. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors

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then in office, though less than a quorum, or by a sole remaining director, or may be elected by a plurality of the votes cast by the holders of shares of capital stock entitled to vote in the election at a special meeting of stockholders called for that purpose and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this Section in the filling of other vacancies.

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Section 12. Removal of Directors. Except as otherwise provided in the Certificate of Incorporation or in these By-laws, any director may be removed, either with or without cause, at any time, by the affirmative vote of the holders of record of a majority of the issued and outstanding stock entitled to vote for the election of directors of the Corporation given at a special meeting of the stockholders called and held for that purpose; and the vacancy in the board caused by such removal may be filled by such stockholders at such meeting, or, if the stockholders shall fail to fill such vacancy, as in these By-laws provided.

Section 13. Compensation. The Board shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity, provided, no such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 14. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 15. Telephonic Participation. One or more members of the Board may participate in a meeting by means of a conference telephone or similar communications equipment allowing

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all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

ARTICLE 4

EXECUTIVE AND OTHER COMMITTEES

Section 1. Executive and Other Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution, and except as otherwise provided by statute, shall have and may exercise the powers of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-laws of the Corporation; and, unless the resolution

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designating it expressly so provides, no committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such minutes to the Board when required. All such proceedings shall be subject to revision or alteration by the Board; provided, however, that third parties shall not be prejudiced by such revision or alteration.

Section 2. General. A majority of any committee may determine its action and fix the time and place of its meeting, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Article 3, Section 7. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee.

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ARTICLE 5

OFFICERS

Section 1. Number and Qualifications. The officers of the Corporation shall include a President, a Secretary, a Treasurer, and/or Controller, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, one or more Vice-Presidents, one or more Assistant Secretaries, one or mor Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing the,, shall designate. Any two or more offices may be held by the same person; Such officers shall be elected from time to time by the Board, each to hold office until the meeting of the Board following the next annual meeting of the stockholders, or until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall have resigned, or have been removed, as hereinafter provided in these By-laws.

Section 2. Resignations. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Board, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation

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shall not be necessary to make it effective. The resignation of an officer shall be without prejudice to the contract rights of the Corporation, if any.

Section 3. Removal. Any officer of the Corporation may be removed, either with or without cause at any time, by the vote of the majority of the entire Board at any meeting of the Board. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed.

Section 4. Vacancies. A vacancy in any office, whether arising from death, resignation, removal, disqualification or any other cause, shall be filled for the unexpired portion of the term of the office which shall be vacant, in the manner prescribed in these By-laws for the regular election or appointment to such office.

Section 5. The Chairman of the Board. The Chairman of the Board shall, if present, preside at each meeting of the stockholders and of the Board. He shall perform all duties incident to the office of the Chairman of the Board and such other duties as may from time to time be assigned to him by the Board. In the absence or in the case of the death or disability of the President, the Chairman of the Board shall have and exercise all the powers of the President.

Section 6. The President. The President shall be the chief executive officer of the Corporation and shall have general and active supervision and direction over the business and affairs of

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the Corporation and over its several officers subject, however to the control of the Board and of any duly authorized committee of directors. At the request of the Chairman of the Board, or in the case of his absence or inability to act, the President shall perform the duties of the Chairman of the Board and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairman of the Board. The President shall, if present, preside at all meetings of the stockholders and at all meetings of the Board. He may, with the Secretary or the Treasurer, sign certificates for shares of capital stock of the Corporation. He may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by the Bylaws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed. He shall perform all duties incident to the office of President and such other duties as from time to time may be assigned to him by the Board or these By-laws.

Section 7. Vice-Presidents. At the request of the President, or, in his absence and in the absence of the Chairman of the Board, at the request of the Board, the Vice-Presidents shall (in such order as may be designated by the Board or, in the absence of any such designation, in order of seniority based on age) perform all of the duties of the President and so acting

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shall have all the powers of and be subject to all restrictions upon the President. Any Vice-President may also, with the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates for shares of capital stock of the Corporation; may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by the By-laws to some other officer or agent of the Corporation, or shall be required by law otherwise to be signed or executed; and shall perform such other duties as from time to time may be assigned to him by the Board or by the President.

Section 8. The Treasurer. The Treasurer shall

(a)

have charge and custody of, and be responsible for, all the funds, securities, and notes of the Corporation;

(b)

keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and have control of all books of account of the Corporation;

(c)

cause all moneys and other valuables to be deposited to the credit of the Corporation in such depositaries as may be designated by the Board;

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(d)

receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever;

(e)

disburse the funds of the Corporation and supervise the investment of its funds as ordered or authorized by the Board, taking proper vouchers therefor;

(f)

render to the President or the Board, whenever the President or the Board may require, an account of the financial condition of the Corporation and of all his transactions as Treasurer;

(g)

sign with the President or a Vice-President certificates for shares of capital stock of the Corporation; and

(h)

in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board, the Chairman of the Board, or the President.

A Controller and Assistant Controller may perform the function of Treasurer and Assistant Treasurer.

Section 9. The Secretary. The Secretary shall

(a)

act as Secretary of all meetings of the stockholders and of the Board;

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(b)

keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board, the committees of the Board and the stockholders;

(c)

see that all notices are duly given in accordance with the provisions of these By-laws and as required by law;

(d)

with the President or a Vice President, sign certificates for shares of capital stock of the Corporation;

(e)

be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal;

(f)

see that the books, reports, statements, certificates, stock ledgers and other documents and records required by law to be kept and filed are properly kept and filed;

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(g)

in general, perform all the duties incident to the office of Secretary and such duties as from time to time may be assigned to him by the Board, the Chairman of the Board or the President.

Section 10. Assistant Secretaries and Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them by the Secretary or by the Treasurer, respectively, or by the Board or by the President. Assistant Secretaries and Assistant Treasurers may, with the President or a Vice-President, sign certificates for shares of capital stock of the Corporation.

Section 11. Officers’ Bonds or other Security. If required by the Board, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety or sureties as the Board may require.

Section 12. Compensation. The compensation of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation, but any such officer who shall also be a director shall not have any vote in the determination of the amount of compensation paid to him.

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ARTICLE 6

INDEMNIFICATION

Section 1. Agreement to Indemnify. The Corporation shall indemnify any person (including his heirs, executors and administrators) who 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 an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or 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, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he 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 his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not

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opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. Agreement in Derivative Action. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reas n of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or 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 against expenses (including attorneys° fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

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Section 3. Successful Defense. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article 6, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4. Determination. Any indemnification under Sections 1 and 2 of this Article 6 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article 6. Such determination shall be made (a) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable such a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

Section 5. Advances. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf

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of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation.

Section 6. Non-Exclusivity. The indemnification provided by this Article 6 shall not be deemed exclusive of any other rights to which those may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise both as to action in his official capacity and as to action in another capacity while holding; such office and shall continue as to a person who has ceased t be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or 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 against any liability asserted against him and incurred by him in any such capacity, or arising out of his statue as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article 60

Section 8, Reference. For purposes of this Article 6 references to the “Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the

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resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article 6 with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

ARTICLE 7

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

Section 1. Execution of Contracts. Except as otherwise required by statute, the Certificate of Incorporation or these By-laws, any contracts or other instruments may be executed and delivered in the name and on behalf of the Corporation by such officer or officers (including any assistant officer) of the Corporation as the Board may from time to time direct. Such authority may be general or confined to specific instances as the Board may determine. Unless authorized by the Board or expressly permitted by these By-laws, an officer or agent or employee shall not have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it pecuniarily liable for any purpose or to any amount.

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Section 2. Loans. The President or any other officer, employee or agent authorized by these By-laws or by the Board may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, but no officer or officers shall mortgage, pledge, hypothecate or transfer any securities or other property of the Corporation, except when authorized by the Board. Such authority conferred by the Board may be general or confined to specific instances or otherwise limited.

Section 3. Checks, Drafts, etc. All checks, drafts, bills of exchange or other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation, shall be signed in the name and on behalf of the Corporation by such persons and in such manner as shall from time to time be authorized by the Board.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may from time to time designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the Board. For the purpose of deposit and for the

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purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation may be endorsed, assigned and delivered by any officer or agent of the Corporation, or in such other manner as the Board may determine by resolution.

Section 5. General and Special Bank Accounts. The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may from time to time be delegated by the-_Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-laws, as it may deem expedient.

Section 6. Proxies in Respect of Securities of Other Corporations. Unless otherwise provided by resolution adopted by the Board of Directors, the President or a Vice-President may from time to time appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to

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consent in writing, in the name of the Corporation as such holder, to any action by such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.

ARTICLE 8

SHARES, ETC.

Section 1. Stock Certificates. Each holder of stock of the Corporation shall be entitled to have a certificate, in such form as shall be approved by the Board, certifying the number of shares of stock of the Corporation owned by him. The certificates representing shares of stock shall be signed in the name of the Corporation by the President or a Vice-President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and sealed with the seal of the Corporation (which seal may be a facsimile, engraved or printed); provided, however, that where any such certificate is countersigned by a transfer agent other than the Corporation or one of its employees, or is registered by a registrar other than the Corporation or one of its employees, the signature of the officers of the Corporation upon such certificates may be a

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facsimile, engraved or printed. In case any officer who shall have signed or whose facsimile signature has been placed upon such certificates shall have ceased to be such officer before such certificates shall be issued, they may nevertheless be issued by the Corporation with the same effect as if such officer were still in office at the date of their issue.

Section 2 Books of Account and Record of Stockholders. The books and records of the Corporation may be kept at such places within or without the State of Delaware, as the Board of Directory may from time t time determine. The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors.

Section 3. Transfer of Shares. Transfers of shares of stock of the Corporation shall be made on the stock records of the Corporation only upon authorization by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or with a transfer agent or transfer clerk, and on surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of all taxes thereon. Every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or an Assistant Secretary or the transfer agent of the Corporation.

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Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person in whose name any share or shares stand on the record of stockholders as the owner of such share or shares for all purposes, including without limitation, the right to receive dividends or other distributions and to vote as such owner, and the Corporation may hold any such stockholder of record liable for calls and assessments and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in any such share or shares on the part of any other person whether or not it shall have express or other notice thereof. Whenever any transfers of shares shall be made for collateral security and not abs lutely, and both the transferor and transferee request the Corporation to do so, such fact shall be stated in the entry of the transfer.

Section 4. Regulations. The Board may make such additional rules and regulations, not inconsistent with these By-laws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer agents or one or more transfer clerks and one or more registrars and may require all certificates for shares of stock to bear the signature or signatures of any of them.

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Section 5. Lost, Destroyed, Stolen or Mutilated Certificates. The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss, destruction, theft or mutilation of such certificate, and the Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it which the owner thereof shall allege to have been lost, stolen, or destroyed or which shall have been mutilated, and the Board may, in its discretion, require such owner or his legal repr sentatives to make proof satisfactory t the Board of such loss, destruction, theft or mutilation and to advertise such fact in such manner as the Board may require, and to give to the Corporation a bond in such sum, limited or unlimited, and in such form and with such surety or sureties as the Board in its absolute discretion shall determine, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate, or the issuance of a new certificate. Anything herein to the contrary notwithstanding, the Board, in its absolute discretion, may refuse to issue any such new certificate, except pursuant to legal proceedings under the laws of the State of Delaware.

Section 6. Restriction on Transfer of Stock. A written restriction on the transfer or registration of transfer of capital stock of the Corporation, if permitted by Section 202 of the General Corporation Law and noted conspicuously on the

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certificate representing such capital stock, may be enforced against the holder of the restricted capital stock or any successor or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder. Unless noted conspicuously on the certificate representing such capital stock, a restriction, even though permitted by Section 202 of The General Corporation Law, shall be ineffective except against a person with actual knowledge of the restriction. A restriction on the transfer or registration of transfer of capital stock of the Corporation may be imposed either by the Certificate of Incorporation or by an agreement among any number of stockholders or among such stockholders and the Corporation. No restriction so imposed shall be binding with respect to capital stock issued prior to the adoption of the restriction unless the holders of such capital stock are parties to an agreement or voted in favor of the restriction.

Section 7. Dividends, Surplus, Etc. Subject to the provisions of the Certificate of Incorporation and of law, the Board.

7.1 May declare and pay dividends or make other distributions on the outstanding shares of capital stock in such amounts and at such time or times as, in its discretion, the condition of the affairs of the Corporation shall render advisable.

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7.2 May use and apply, in its discretion, any of the surplus of the Corporation in purchasing or acquiring any shares of capital stock of the Corporation, or purchase warrants thereof, in accordance with law, or any of its bonds, debentures, notes, scrip or other securities or evidences of indebtedness;

7.3 May set aside from time to timh out of such surplus or net profits such sum or sums as, in its discretion, it may think proper, as a reserve fund to meet contingencies, or for equalizing dividends or for the purpose of maintaining or increasing the property or business of the Corporation, or for any purpose it may think conducive to the best interests of the Corporation.

ARTICLE 9

BOOKS AND RECORDS

Section 1. Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the stockholders, the Board and any committee of the Board. The Corporation shall keep at the office designated in the Certificate or Incorporation or at the office of the transfer agent or registrar of the Corporation, a record

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containing the names and addresses of all stockholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

Section 2. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of accounts, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any othe inf rmation storage device, provided that the records so kept can be converter into clearly legible written form within a roan nable ti:’e. The Corporation shall so convert any records s kept upon th request of any person entitled to inspect the same.

Section 3. Inspection of Books and Records. Except as otherwise provided by law, the Board shall determine from time to time whether, and, if allowed, when and under what conditions and regulations, the accounts, books, minutes and other records of the Corporation, or any of them, shall be open to the inspection of the stockholders.

ARTICLE 10

FISCAL YEAR

The fiscal year of the Corporation shall be determined by the Board of Directors.

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ARTICLE 11

SEAL

The Board shall provide a corporate seal, which shall be in the form of a circle and bear the name of the Corporation and the words and figures ‘Corporate Seal-Delaware and the year of incorporation.

ARTICLE 12

AMENDMENTS

These By-laws may b altered, amended or repealed or new By-laws may be ad pt d by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation at any regular meeting of the stockholders or of the Board of Directors or any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new By laws be contained on the notice of such special meeting.

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EX-3.241 195 d358187dex3241.htm EX-3.241 EX-3.241

Exhibit 3.241

CERTIFICATE OF FORMATION

SAGE CREEK HOLDINGS, LLC

1.	The name of the limited liability company is SAGE CREEK HOLDINGS, LLC.

2.	The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.	This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 12th day of August, 2008.


By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Authorized Person

EX-3.242 196 d358187dex3242.htm EX-3.242 EX-3.242

Exhibit 3.242

LIMITED LIABILITY COMPANY AGREEMENT OF

SAGE CREEK HOLDINGS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Sage Creek Holdings, LLC (the “LLC”), dated as of August 12, 2008, is made by American Land Development, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Sage Creek Holdings, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7.	INDEMNIFICATION

7.1.

Indemnification

7.2. Expenses

7.3. Other Rights

7.4. Notice

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1.

Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


American Land Development, LLC

By:		/s/ John F. Quinn, Jr.
Name:		John F. Quinn, Jr.
Its:		Vice President

Being the Sole Member of Sage Creek Holdings, LLC

EX-3.243 197 d358187dex3243.htm EX-3.243 EX-3.243

Exhibit 3.243

CERTIFICATE OF FORMATION

SCHOOL CREEK COAL RESOURCES, LLC

1.	The name of the limited liability company is School Creek Coal Resources, LLC.

2.	The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.	This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 4^th day of October 2005.

By:

/s/ Edward L. Sullivan

Edward L. Sullivan

Authorized Person

EX-3.244 198 d358187dex3244.htm EX-3.244 EX-3.244

Exhibit 3.244

LIMITED LIABILITY COMPANY AGREEMENTOF

SCHOOL CREEK COAL RESOURCES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of School Creek Coal Resources, LLC (the “LLC”), dated as of October 4, 2005, is made by Peabody Investments Corp. (the “Member”), a Delaware corporation, as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (the “Act”) pursuant to a Certificate of Formation iled with the Delaware Secretary of State on October 4, 2005; and

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1

Formation of LLC; Certificate of Formation

1.2

Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be School Creek Coal Resources, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3

Place of Business

1.4

Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2

Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF MEMBER

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1

Capital Contributions

Concurrent with the execution of this Agreement the Member shall make a $1,000.00 capital contribution to the LLC in cash.

5.2

Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3

Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1

Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2

Officers

7.	INDEMNIFICATION

7.1

Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the lndemnitee), whether civil, criminal, administrative or investigative, in which the lndemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, if such Indemnitee determined in good faith that such conduct was in the best interest of the LLC and such lndemnitee’s conduct did not constitute fraud, gross negligence or willful misconduct and was within the scope of the lndemnitee’s authority; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no lndemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nob contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the lndemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2

Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-term rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3

Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or as approved by the Member, as a matter of law or equity, or otherwise, both as to an action in such Indemnitee’s capacity as the Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such lndemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

7.4

Notice

Promptly after receipt of notice of the commencement of any Claim, an lndemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5

Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an lndemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6

Other Persons

7.7

Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.	DISSOLUTION AND LIQUIDATION

8.1

Effect of Dissolution

8.2

Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3

Winding Up and Certificate of Cancellation

9.	AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10.

GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Investments Corp.

By:		/s/ Joseph W. Bean
Name:		Joseph W. Bean
Title:		VP and Associate General Counsel

EX-3.245 199 d358187dex3245.htm EX-3.245 EX-3.245

Exhibit 3.245

CERTIFICATE OF FORMATION

SENECA COAL COMPANY, LLC

The name of the limited liability company is Seneca Coal Company, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 30^th day of April 2008.


By:		/s/ Jeffery L. Klinger
		Jeffery L. Klinger, Authorized Person

EX-3.246 200 d358187dex3246.htm EX-3.246 EX-3.246

Exhibit 3.246

LIMITED LIABILITY COMPANY AGREEMENT OF

SENECA COAL COMPANY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Seneca Coal Company, LLC (the “LLC”), dated as of April 30, 2008, is made by Colorado Coal Resources, LLC, a Delaware limited liability company (the “Member”), as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Conversion and Certificate of Formation

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Seneca Coal Company, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

c. Vice Presidents. In the absence of the President or in the event of the President’s inability to act, the Vice Presidents, if any (and in the event there be more than one Vice President, the Vice Presidents in the order designated by the Member, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perfoim such other duties and have such other powers as the Member may from time to time prescribe.

7. INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

7.3. Other Rights

7.4. Notice

Promptly after receipt of notice of the commencement of any Claim, an Indemnitee will, if indemnification in respect thereof is to be sought against the LLC under this Section 7, notify the LLC of the initiation thereof, but the omission so to notify the LLC will not relieve the LLC from any liability that the LLC may have to such Indemnitee otherwise than under this Section 7, or under this Section 7, except to the extent that the LLC is adversely affected by such lack of notice.

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Colorado Coal Resources, LLC

By:		/s/ John F. Quinn, Jr.

Name:		John F. Quinn, Jr.
Its:		Vice President

Being the Sole Member of Seneca Coal Company, LLC

EX-3.247 201 d358187dex3247.htm EX-3.247 EX-3.247

Exhibit 3.247

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

CYPRUS SHOSHONE COAL CORPORATION

It is hereby certified that:

1. The name of the corporation (hereinafter called the ‘Corporation’) is Cyprus Shoshone Coal Corporation.

2. The Certificate of Incorporation of the Corporation is hereby amended by striking Out the entire Article 1 thereof and by substituting in lieu of said Article the following new Article:

“1. The name of the corporation is CYPRUS SC CORPORATION.”

3. The Amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

4. The effective date of the Amendment herein certified shall be the date of filing.

Signed and attested to on September 22, 1987.

/s/ P. C. Wolf

P. C. Wolf

Sensor Vice President

ATTEST:

/s/ Deborah J. Friedman

Deborah J. Friedman

Assistant Sectetary

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

DRAVO COAL COMPANY

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is Dravo Coal Company.

2. The Certificate of Incorporation of the Corporation is hereby amended by striking out the entire Article 1 thereof and by substituting in lieu of said Article the following new Article:

“1.

The name of the corporation is:

CYPRUS SHOSHONE COAL CORPORATION.”

4. The effective date of the Amendment herein certified shall be the date of filing.

Signed and attested to on September 1, 1987.

/s/ P. C. Wolf

P.C. Wolf

Senior Vice President

ATTEST

/s/ Deborah J. Friedman

Deborah J. Friedman

Assistant Secretary

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

CYPRUS SHOSHONE COAL CORPORATION

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is Cyprus Shoshone Coal Corporation.

2. The Certificate of Incorporation of the Corporation hereby is amended by changing the first Article thereof so that, as amended, said Article shall read as follows:

“FIRST: The name of the corporation is:

RAG Shoshone Coal Corporation ”

4. The effective date of the Amendment herein certified shall be the date of filing.

Signed and attested to as of June 30, 1999.

CYPRUS SHOSHONE COAL

CORPORATION

/s/ Greg Walker

Greg Walker

Sene Vice President

ATTEST:

/s/ Susan E. Chetlin

Susan E. Chetlin

Assistant Secretary

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

RAG SHOSHONE COAL CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of RAG SHOSHONE COAL CORPORATION be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

The name of the Corporation is:

Shoshone Coal Corporation

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH. That this Certificate of Amendment of the Certificate of Incorporation shall be effective on April 21, 2004.

IN WITNESS WHEREOF, said RAG Shoshone Coal Corporation has caused this certificate to be signed by Robert L. Reilly, its Vice President, this 19^th day of April, 2004.

/s/ Robert L. Reilly

By: ROBERT L. REILLY

its: Vice President

STATE OF DELAWARE

CERTIFICATE OF CORRECTION

Shoshone Coal Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

1.	The name of the corporation is Shoshone Coal Corporation

2.	That a Certificate of Incorporation (Certificate of Correction) (Title of Certificate Being Corrected) was filed by the Secretary of State of Delaware on 01/18/1978 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3.	The inaccuracy or defect of said Certificate is: (must be specific)

Number of Shares Authorized of 100,000

4.	Article #4 of the Certificate is corrected to read as follows:

The total number of shares of stock which the Corporation shall have authority to issue is: 10,000

IN WITNESS WHEREOF, said corporation has caused this Certificate of Correction



By:		/s/ J. F. Quinn
Name:		Authorized Officer J. F. Quinn
		Print or Type
Title:		Vice President

EX-3.248 202 d358187dex3248.htm EX-3.248 EX-3.248

Exhibit 3.248

RAG SHOSHONE COAL CORPORATION

By-Laws

Amended September 14, 2001

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of Directors shall be held at the principal office of the Corporation, or at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings of stockholders, commencing with the Year 1978, shall be held on the Friday following the fourth (4th) Thursday of April, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 9:00 O’clock A. M. , or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, the date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during

ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city, town, or village where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where said meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Certificate of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period, and except where the transfer books of the Corporation have been

closed or a date has been fixed as a record date for the determination of its stockholders entitled to vote, no share of stock shall be voted on at any election for Directors which has been transferred on the books of the Corporation within twenty days next preceding such election of Directors.

Section 11. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any provision of the statutes or of the Certificate of Incorporation, the meeting and vote of stockholders may be dispensed with if all of the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

ARTICLE III

DIRECTORS

Section 1. A Director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The initial Board of Directors shall consist of not less than three persons. Thereafter the number of Directors constituting the entire board shall be at least one. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the Directors, or, if the number is not fixed, the number shall be three. The Directors shall be elected at the annual meeting of stockholders, except as provided in Section 2 of this Article, and each Director elected shall hold office until his successor is elected and qualified.

Section 2. Vacancies and newly created Directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no Directors in office, then an election of Directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created Directorship, the Directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such Directors, summarily order an election to be held to fill any such vacancies or newly created Directorships, or to replace the Directors chosen by the Directors then in office.

Section 3. The business of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the Directors.

Section 6. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.

Section 7. Special meetings of the Board may be called by the President on one day’s notice to each Director, either personally or by mail or telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two Directors.

Section 8. At all meetings of the Board a majority of the Directors shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if prior to such action all members of the Board or Committee, as the case may be, consent thereto in writing, and such written consent is filed with the minutes of proceedings of the Board or Committee.

Section 10. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, members of the Board of Directors or of any Committee thereof may participate in a meeting of such Board or Committee by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

COMMITTEES OF DIRECTORS

Section 11. The Board of Directors may by resolution adopted by the whole Board of Directors, delegate two or more of its number to constitute an Executive Committee which, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the business of the Corporation.

The Board of Directors may appoint other committees, specifying their duties and authority, and shall designate whether such committee shall report to the Board of Directors or to the Executive Committee.

Section 12. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

COMPENSATION OF DIRECTORS

Section 13. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these By-Laws, notice is required to be given to any Director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such Director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to Directors may also be given by telegram.

Section 2. Whenever any notice is required to be given under the provision of the statutes or of the Certificate of Incorporation or of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. The officers of the Corporation to be elected by the Board of Directors shall consist of a President, one or more Vice Presidents (any one or more of whom may be designated an Executive Vice President or a Senior Vice President or have added to his title another word or words specially designating the further powers and duties assigned to that officer), a Treasurer, a Controller and a Secretary, who shall hold office until their respective successors are duly elected and qualified.

Section 2. Any two or more offices may be held by the same person at one time, except the offices of President and Secretary.

Section 3. The Board of Directors shall appoint the subordinate officers and agents of the Corporation, shall designate their duties, prescribe their compensation, and take from them such bonds with security as they may see fit.

DUTIES OF THE PRESIDENT

Section 4. The President shall be the Chief Executive Officer of the Corporation and, subject to the Board of Directors, shall be in general and active charge of the affairs of the Corporation. He shall preside at the meetings of the stockholders and of the Board of Directors.

DUTIES OF THE VICE PRESIDENT

Section 5. The Vice Presidents shall perform such duties as shall be prescribed from time to time by the Board of Directors or the President. In the absence or inability to act of the President the Vice President or Vice Presidents designated from time to time by the President or the Board of Directors shall perform the duties relating to the office of President.

DUTIES OF THE SECRETARY

Section 6. The Secretary shall, under the direction of the President, record the proceedings of all meetings of the Board of Directors and of the stockholders for preservation in a suitable book. The Secretary shall notify the stockholders of all annual and special meetings and the members of the Board of Directors of all special meetings, have charge of the corporate seal and perform all the duties which are customary to the office of Secretary of like companies.

DUTIES OF THE TREASURER

Section 7. The Treasurer shall, under the direction of the Board, have general charge of the funds of the Corporation and shall make such reports of the receipts and disbursements in such form and manner as the Board of Directors may direct. He shall, if so directed by the President, attend any or all meetings of the Board of Directors and report on his activities as the President may prescribe.

DUTIES OF THE CONTROLLER

Section 8. The Controller shall, under the direction of the Board, maintain adequate records of all assets, liabilities and transactions of the Corporation; cause adequate audits to be currently and regularly made; prepare fmancial, cost and tax reports and other reports of a fmancial and accounting nature required by governmental agencies; and in conjunction with other officers initiate and enforce controls and procedures whereby the business of the Corporation shall be conducted with the maximum of efficiency and economy. He shall, if so directed by the President, attend any or all meetings of the Board of Directors and report on his activities as the President may prescribe.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the President or a Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

Section 2. Where a certificate is signed (1) by a transfer agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the Corporation and a registrar, the signature of any such President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary may be facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon and not ceased to be such officer or officers of the Corporation.

LOST CERTIFICATES

Section 3. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4. Upon surrender to the Corporation or the transfer agent of the. Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty clays prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their

absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

CHECKS

Section 4. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate, or that may be designated by officers of the Corporation named by the Board of Directors for such purposes.

FISCAL YEAR

Section 5. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

SEAL

Section 6. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

Section 1. SUITS NOT BY OR IN THE RIGHT OF THE CORPORATION. The Corporation shall indemnify every person who is or was 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 an action by or in the right of the Corporation), by reason of the fact that he is or was a Director, officer, or employee of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, or employee of another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or not taken by him while acting in any such capacity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (whether with or without court approval), actually and reasonably incurred by him in connection with such threatened or actual action, suit or proceeding if he acted in good faith and in a manner he

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 his conduct was unlawful. The termination of any threatened or actual action, suit, or proceeding by adverse judgment, order, settlement, conviction or upon a plea of guilty or of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he 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 reasonable cause to believe that his conduct was unlawful.

Section 2. SUITS BY OR IN THE RIGHT OF 1HE CORPORATION. The Corporation shall indemnify every person who is or was a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a Director, officer or employee of another corporation, partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or not taken by him while acting in any such capacity, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such threatened or actual action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation. The termination of any such threatened or actual action or suit by a settlement (whether with or without court approval) or by adverse judgment or order shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation. However, no indemnification shall be made under this Section 2 in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that, the Court of Common Pleas of Allegheny County, Pennsylvania, or the court in which such action or suit was brought, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such Court of Common Pleas or such other court shall deem proper.

Section 3. REIMBURSEMENT OF COSTS OF SUCCESSFUL DEFENSE. To the extent that a Director, officer or employee of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or Section 2 of this Article VIII or in defense of any threatened or actual claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4. DETERMINATION OF STANDARD OF CONDUCT. Any indemnification under Section 1 or Section 2 of this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, or employee is proper in the circumstances because he has met the applicable standard of conduct set forth in such Section. Such determination shall be made:

(i) By the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or

(ii) If such a quorum is not obtainable, or even if obtainable a majority of a quorum of disinterested Directors so directs, by independent legal counsel (who may be regular independent legal counsel of the Corporation) in a written opinion; or

(iii) By the stockholders; provided, however, if it is asserted by any federal or state governmental department or agency that such indemnification is against public policy as expressed in any federal or state statute or is prohibited thereby, such indemnification shall be made only upon receipt of an opinion of independent legal counsel (who may be regular independent legal counsel of the Corporation), that the right of the Corporation to make such indemnification has been settled by controlling precedent, or upon a final adjudication after submission to a court of appropriate jurisdiction that such indemnification is not against public policy as expressed in such statute or prohibited thereby.

Section 5. ADVANCE OR EXPENSES. Expenses incurred in defending a threatened or actual civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding as authorized in the manner provided in Section 4 of this Article VILE upon receipt of an undertaking by or on behalf of the Director, officer or employee to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation with respect to such expenses under the provisions of this Article VIII.

Section 6. INDEMNIFICATION COVERAGE - OTHER RIGHTS NOT IMPAIRED. The indemnification provided by this Article WEE shall not be deemed exclusive of any other rights to which a Director, officer, employee, agent or any other person may be entitled under any statute, agreement, or vote of stockholders or disinterested Directors, or otherwise, both as to action or failure to act in his official capacity and as to action or failure to act in another capacity while holding any such office or otherwise, and shall continue as to a person who has ceased to be a Director, officer, employee or agent of the Corporation or engaged in an undertaking at the request of the Corporation, and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification provided by this Article VIII shall apply to matters which antedate the adoption of this Article.

ARTICLE IX

AMENDMENTS

Section 1. These By-Laws may be altered or repealed at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment or repeal be contained in the notice of such special meeting.

EX-3.251 203 d358187dex3251.htm EX-3.251 EX-3.251

Exhibit 3.251

State of Indiana

Office of the Secretary of State

CERTIFICATE OF ORGANIZATION

SUGAR CAMP PROPERTIES, LLC

I, TODD ROKITA, Secretary of State of Indiana, hereby certify that Articles of Organization of the above Domestic Limited Liability Company (LLC) have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Flexibility Act

NOW, THEREFORE, with this document I certify that said transaction will become effective Wednesday, November 01, 2006.


[SEAL]		In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, November 1, 2006.

		/s/ Todd Rokita
		TODD ROKITA, SECRETARY OF STATE
		2006110200673/2006110299988

ARTICLES OF CONVERSION OF

SUGAR CAMP PROPERTIES

Pursuant to Indiana Code 23-1-383-13(c) the above-referenced Indiana general partnership desiring to effect a conversion to an Indiana limited liability company, hereby sets forth and represents the following:

ARTICLE I.

A. The name of the Indiana general partnership immediately prior to filing these Articles of Conversion is SUGAR CAMP PROPERTIES.

B. The name of the Indiana limited liability company following this conversion (the “Company”) shall be SUGAR CAMP PROPERTIES, LLC.

ARTICLE II.

The plan of conversion was properly approved in accordance with Indiana law.

ARTICLE III.

The information contained in the Articles of Organization attached hereto as Exhibit A is hereby incorporated by reference.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Conversion on the 31st day of October, 2006.

ARTICLES OF ORGANIZATION

SUGAR CAMP PROPERTIES, LLC

1. Name. The name of the limited liability company is SUGAR CAMP PROPERTIES, LLC (the “Company”).

4. Management. The Company shall be managed by its members.

5. Purpose. The Company shall engage in such lawful and permitted business activities as may from time to time be authorized by the members or managers of the Company in accordance with the Company’s Operating Agreement or, in the absence thereof, in accordance with the Act.

Executed as of the 31st day of October, 2006.


/s/ John F. Quinn, Jr.
By:		John F. Quinn, Jr.
Its:		Organizer

EX-3.252 204 d358187dex3252.htm EX-3.252 EX-3.252

Exhibit 3.252

AMENDED AND RESTATED OPERATING AGREEMENT

SUGAR CAMP PROPERTIES, LLC

THIS AMENDED AND RESTATED OPERATING AGREEMENT (“Agreement”) of Sugar Camp Properties, LLC (the “LLC”), dated as of November 21st, 2006, is made by Black Beauty Coal Company, LLC (the “Member”), an Indiana limited liability company, as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

WHEREAS, the Member wishes to amend and restate the operating agreement of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1 Formation of LLC; Articles of Conversion

1.2 Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Sugar Camp Properties, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Indiana or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Indiana, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3 Place of Business

1.4 Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

251 East Ohio Street

Suite 1100

Indianapolis, Indiana 46204

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.PURPOSES AND POWERS OF LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2 Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.LIABILITY OF MEMBER

5.CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1 Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2 Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.MANAGEMENT AND OFFICERS

6.1 Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2 Officers

7.INDEMNIFICATION

7.1 Indemnification

The LLC shall indemnify and hold harmless the Member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of the LLC and of the Member (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), reasonable expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, causes of action, demands, actions, suits or proceedings (unless asserted by the LLC against the Indemnitee), whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business or activities of or relating to the LLC (a “Claim”), regardless of whether such Indemnitee continues to be a Member or a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member at the time any such liability or expense is paid or incurred, 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; provided that all claims for indemnification by an Indemnitee shall be made only against and shall be limited to the assets of the LLC and no Indemnitee shall have recourse against the Member with respect to any such Claim. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnitee’s conduct did constitute fraud, gross negligence or willful misconduct.

7.2 Expenses

7.3 Other Rights

7.4 Notice

7.5 Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6 Other Persons

7.7 Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8.DISSOLUTION AND LIQUIDATION

8.1 Effect of Dissolution

Upon dissolution, the LLC shall cease carrying on its business but shall not terminate until the winding up of the affairs of the LLC is completed, the assets of the LLC have been distributed as provided below and the Articles of Dissolution of the LLC under the Act has been filed with the Secretary of State of the State of Indiana.

8.2 Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3 Winding Up and Articles of Dissolution

The winding up of the LLC shall be completed when all of its debts, liabilities and obligations have been paid and discharged or reasonably adequate provisions therefor has been made, and all of the remaining property and assets of the LLC have been distributed to the Member. Upon the completion of the winding up of the LLC, Articles of Dissolution shall be filed with the Indiana Secretary of State.

9.AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

10. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Indiana without regard to any applicable conflicts of law

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

BLACK BEAUTY COAL COMPANY, LLC

/s/ John F. Quinn, Jr.

By: John F. Quinn, Jr.

Its: Vice President

EX-3.257 205 d358187dex3257.htm EX-3.257 EX-3.257

Exhibit 3.257

CERTIFICATE OF FORMATION

TWENTYMILE COAL, LLC

The name of the limited liability company is TWENTYMILE COAL, LLC.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 10^th day of December, 2009.



By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Authorized Person

EX-3.258 206 d358187dex3258.htm EX-3.258 EX-3.258

Exhibit 3.258

LIMITED LIABILITY COMPANY AGREEMENT of

TWENTYMILE COAL, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Twentymile Coal, LLC (“LLC”), dated as of December 10, 2009, is made by Peabody Colorado Operations, LLC, a Delaware limited liability company (“Member”), as the sole member.

WITNESSETH:

WHEREAS, the LLC is a limited liability company formed under the Delaware Limited Liability Company Act (“Act”) pursuant to a Certificate of Conversion and Certificate of Formation filed with the Delaware Secretary of State on December 10, 2009;

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1. FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Conversion

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be Twentymile Coal, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2. PURPOSES AND POWERS OF THE LLC

2.1. Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3. TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4. LIABILITY OF THE MEMBER

5. CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIBUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3 DISTRIBUTIONS

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member

6. MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

7. INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

7.3. Other Rights

The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or as approved by the Member, as a matter of law or equity, or otherwise, both as to an action in such Indemnitee’s capacity as the Member or as a director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or the Member, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity with respect to those periods during which such Indemnitee served, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee. The provisions of this Section 7 shall be deemed to be a contract between the LLC and the Member and between the LLC and each director, manager, officer, employee, shareholder, controlling person, agent or representative of the LLC or of the Member who serves in such capacity at any time while this Section 7 and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any Claim then or theretofore existing, or any Claim thereafter brought or threatened based in whole or in part on any such state of facts.

7.4. Notice

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

8. DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9. ASSIGNMENT OF MEMBERSHIP INTEREST

10. AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

11. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.

Peabody Colorado Operations, LLC

By: /s/ Kenneth L. Wagner

Name: Kenneth L. Wagner

Its: Vice President and Secretary

Being the Sole Member of

Twentymile Coal, LLC

EX-3.259 207 d358187dex3259.htm EX-3.259 EX-3.259

Exhibit 3.259

CERTIFICATE OF FORMATION

WEST ROUNDUP RESOURCES, LLC

The name of the limited liability company is West Roundup Resources, LLC.

The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at such address is The Corporation Trust Company.

This Certificate of Formation shall be effective immediately upon filing with the Secretary of State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 17th day of January, 2010.


By:		/s/ Kenneth L. Wagner
		Kenneth L. Wagner
		Authorized Person

EX-3.260 208 d358187dex3260.htm EX-3.260 EX-3.260

Exhibit 3.260

LIMITED LIABILITY COMPANY AGREEMENT

WEST ROUNDUP RESOURCES, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of West Roundup Resources, LLC (“LLC”), dated as of January 17, 2010, is made by Peabody Powder River Operations, LLC, a Delaware limited liability company (“Member”), as the sole member.

WITNESSETH:

WHEREAS, the Member is the sole member of the LLC.

NOW, THEREFORE, the Member hereby declares as follows:

1.	FORMATION, NAME, PLACE OF BUSINESS, REGISTERED AGENT

1.1. Formation of LLC; Certificate of Conversion

1.2. Name of LLC

The name of the LLC as of the date of this Agreement is and shall continue to be West Roundup Resources, LLC. The business of the LLC may be conducted under any other name that is permitted by the Act and selected by the Member. The Member promptly shall execute, file and record any assumed or fictitious name certificates required by the laws of the State of Delaware or any state in which the LLC conducts business and shall take such other action as the Member determines is required by or advisable under the laws of the State of Delaware, or any other state in which the LLC conducts business, to use the name or names under which the LLC conducts business.

1.3. Place of Business

1.4. Registered Agent

The street address of the initial registered office of the LLC shall be:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

and the LLC’s registered agent at such address shall be The Corporation Trust Company. The Member may from time to time appoint a new resident agent for the LLC.

2.	PURPOSES AND POWERS OF THE LLC

2.1 Purposes

The purposes of the LLC shall be to engage in any lawful business, purpose or activity authorized by the Member and permitted by the Act.

2.2. Powers

The LLC shall have all the powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the LLC.

3.	TERM OF THE LLC

The LLC shall continue until such time as it is dissolved pursuant to the Act.

4.	LIABILITY OF THE MEMBER

employee, shareholder, controlling person or agent of the LLC or the Member for liabilities of the LLC.

5.	CAPITALIZATION, MEMBERSHIP INTEREST AND DISTRIUTIONS OF CASH FLOW AND CERTAIN PROCEEDS

5.1. Capital Contributions

The Member shall have no obligation to make additional capital contributions to the LLC.

5.2. Membership Interest

The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

5.3. Distributions

The Member shall decide whether and in what amounts the proceeds received by the LLC shall be distributed. All such proceeds, if any, shall be distributed one hundred percent (100%) to the Member.

6.	MANAGEMENT AND OFFICERS

6.1. Member Management

Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

6.2. Officers

a. Appointments. The officers of the LLC shall be chosen by the Member and shall consist of at least a President, one or more Vice Presidents, a Secretary and a Treasurer. Any number of offices may be held by the same person, except that the same person shall not be President and Vice President or President and Secretary. The Member may appoint such other officers and agents as it shall deem necessary or advisable who shall hold their offices for such teal’s and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. The compensation of all officers and agents of the LLC shall be fixed by or in the manner prescribed by the Member. The officers of the LLC shall hold office until their successors are chosen and qualified, or until their earlier death, resignation or removal. Any officer elected or appointed by the Member may be removed at any time, with or without cause,

by the Member. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the LLC shall be filled by the Member.

7.	INDEMNIFICATION

7.1. Indemnification

7.2. Expenses

Expenses incurred by an Indemnitee in defending any Claim subject to this Section 7 shall, from time to time, upon request by the Indemnitee, be advanced by the LLC prior to the final disposition of such Claim upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such amount, together with interest on any such advance or advances at the rate equal to the lesser of (i) two percentage points above the “Federal short-tenn rate” as defined in the Internal Revenue Code section 1274(d)(1)(C)(i) and (ii) the maximum rate permitted under applicable law, promptly upon (and in no event more than ten days after) a determination in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.

7.3. Other Rights

7.4. Notice

7.5. Counsel

The LLC shall have the right to undertake, by counsel or other representatives of its own choosing, the defense or other resolution of any Claim. In the event that the LLC shall elect not to undertake such defense or other resolution within a reasonable time after notice of such Claim from an Indemnitee, or the LLC shall fail to defend or otherwise resolve such Claim, such Indemnitee (upon further written notice to the LLC) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the LLC.

7.6. Other Persons

7.7. Survival

The indemnification provided by this Section 7 shall survive any termination of this Agreement.

3.	DISSOLUTION AND LIQUIDATION

8.1. Effect of Dissolution

8.2. Liquidation Upon Dissolution

(ii) thereafter, one hundred percent (100%) to the Member.

8.3. Winding Up and Certificate of Cancellation

9.	ASSIGNMENT OF MEMBERSHIP INTEREST

10.

AMENDMENT

This Agreement may be amended or modified by a written instrument executed by the Member.

11.	GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement, as of the day and year first herein above set forth.


Peabody Powder River Operations, LLC

By:		/s/ Kenneth L. Wagner
Name:		Kenneth L. Wagner
Its:		Vice President and Secretary

Being the Sole Member of West Roundup Resources, LLC

EX-5.1 209 d358187dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

August 3, 2012

Peabody Energy Corporation

701 Market Street

St. Louis, Missouri 63101

Ladies and Gentlemen:

We have acted as counsel to Peabody Energy Corporation, Delaware corporation (the “Company”), and to the guarantors listed on Schedule I hereto (the “Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of $1,518,821,000 aggregate principal amount of 6.00% Senior Notes due 2018 and $1,339,644,000 aggregate principal amount of 6.25% Senior Notes due 2021 (collectively, the “Exchange Securities”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the Guarantees will be issued under an indenture dated as of November 15, 2011 (the “Indenture”) among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Exchange Securities will be offered by the Company in exchange for $1,518,821,000 aggregate principal amount of 6.00% Senior Notes due 2018 and $1,339,644,000 aggregate principal amount of 6.25% Senior Notes due 2021.

We have examined the Registration Statement and the Indenture (including the form of Exchange Security set forth therein), which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made

such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

2. When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the law of the State of Indiana, we have relied upon the opinion of Jackson Kelly PLLC dated

-2-

the date hereof. Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the law of the State of Illinois, we have relied upon the opinion of Thompson Coburn LLP dated the date hereof.

We do not express any opinion herein concerning any law other than the law of the State of New York, the Delaware General Corporation Law, the Delaware Limited Liability Company Act and, to the extent set forth herein, the law of the State of Indiana and the law of the State of Illinois.

We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

-3-

Schedule I


Name of Subsidiary		Jurisdiction of Formation
American Land Development, LLC		Delaware
American Land Holdings of Colorado, LLC		Delaware
American Land Holdings of Illinois, LLC		Delaware
American Land Holdings of Indiana, LLC		Delaware
American Land Holdings of Kentucky, LLC		Delaware
American Land Holdings of West Virginia, LLC		Delaware
Arid Operations, Inc.		Delaware
Big Sky Coal Company		Delaware
BTU Western Resources, Inc.		Delaware
Caballo Grande, LLC		Delaware
Caseyville Dock Company, LLC		Delaware
Central States Coal Reserves of Illinois, LLC		Delaware
Central States Coal Reserves of Indiana, LLC		Delaware
Coal Reserve Holding Limited Liability Company No. 1		Delaware
COALSALES II, LLC		Delaware
Colorado Yampa Coal Company		Delaware
Conservancy Resources, LLC		Delaware
Cottonwood Land Company		Delaware
Cyprus Creek Land Company		Delaware
Cyprus Creek Land Resources, LLC		Delaware
Dyson Creek Coal Company, LLC		Delaware
Dyson Creek Mining Company, LLC		Delaware
El Segundo Coal Company, LLC		Delaware
Elkland Holdings, LLC		Delaware
Gallo Finance Company		Delaware
Gold Fields Chile, LLC		Delaware
Gold Fields Mining, LLC		Delaware
Gold Fields Ortiz, LLC		Delaware
Hayden Gulch Terminal, LLC		Delaware
Highwall Mining Services Company		Delaware
Hillside Recreational Lands, LLC		Delaware
HMC Mining, LLC		Delaware
Independence Material Handling, LLC		Delaware
James River Coal Terminal, LLC		Delaware
Juniper Coal Company		Delaware
Kayenta Mobile Home Park, Inc.		Delaware
Kentucky Syngas, LLC		Delaware
Lively Grove Energy, LLC		Delaware
Lively Grove Energy Partners, LLC		Delaware
Marigold Electricity, LLC		Delaware

-4-


Midwest Coal Acquisition Corp.		Delaware
Midwest Coal Reserves of Illinois, LLC		Delaware
Midwest Coal Reserves of Indiana, LLC		Delaware
Moffat County Mining, LLC		Delaware
Mustang Energy Company, LLC		Delaware
New Mexico Coal Resources, LLC		Delaware
Pacific Export Resources, LLC		Delaware
Peabody America, Inc.		Delaware
Peabody Archveyor, LLC		Delaware
Peabody Bear Run Mining, LLC		Delaware
Peabody Bear Run Services, LLC		Delaware
Peabody Caballo Mining, LLC		Delaware
Peabody Cardinal Gasification, LLC		Delaware
Peabody COALSALES, LLC		Delaware
Peabody COALTRADE International (CTI), LLC		Delaware
Peabody COALTRADE, LLC		Delaware
Peabody Colorado Operations, LLC		Delaware
Peabody Colorado Services, LLC		Delaware
Peabody Coulterville Mining, LLC		Delaware
Peabody Development Company, LLC		Delaware
Peabody Electricity, LLC		Delaware
Peabody Employment Services, LLC		Delaware
Peabody Energy Generation Holding Company		Delaware
Peabody Energy Investments, Inc.		Delaware
Peabody Energy Solutions, Inc.		Delaware
Peabody Gateway North Mining, LLC		Delaware
Peabody Gateway Services, LLC		Delaware
Peabody Holding Company, LLC		Delaware
Peabody Illinois Services, LLC		Delaware
Peabody Indiana Services, LLC		Delaware
Peabody International Investments, Inc.		Delaware
Peabody International Services, Inc.		Delaware
Peabody Investments Corp.		Delaware
Peabody Midwest Management Services, LLC		Delaware
Peabody Midwest Operations, LLC		Delaware
Peabody Midwest Services, LLC		Delaware
Peabody Natural Gas, LLC		Delaware
Peabody Natural Resources Company		Delaware
Peabody New Mexico Services, LLC		Delaware
Peabody Operations Holding, LLC		Delaware
Peabody Powder River Mining, LLC		Delaware
Peabody Powder River Operations, LLC		Delaware
Peabody Powder River Services, LLC		Delaware
Peabody PowerTree Investments, LLC		Delaware

-5-


Peabody Recreational Lands, LLC		Delaware
Peabody Rocky Mountain Management Services, LLC		Delaware
Peabody Rocky Mountain Services, LLC		Delaware
Peabody Sage Creek Mining, LLC		Delaware
Peabody School Creek Mining, LLC		Delaware
Peabody Services Holdings, LLC		Delaware
Peabody Southwest, LLC		Delaware
Peabody Southwestern Coal Company		Delaware
Peabody Terminal Holding Company, Inc.		Delaware
Peabody Terminals, LLC		Delaware
Peabody Twentymile Mining, LLC		Delaware
Peabody Venezuela Coal Corp.		Delaware
Peabody Venture Fund, LLC		Delaware
Peabody-Waterside Development, LLC		Delaware
Peabody Western Coal Company		Delaware
Peabody Wild Boar Mining, LLC		Delaware
Peabody Wild Boar Services, LLC		Delaware
Peabody Williams Fork Mining, LLC		Delaware
Peabody Wyoming Gas, LLC		Delaware
Peabody Wyoming Services, LLC		Delaware
PEC Equipment Company, LLC		Delaware
Point Pleasant Dock Company, LLC		Delaware
Pond River Land Company		Delaware
Porcupine Production, LLC		Delaware
Porcupine Transportation, LLC		Delaware
Riverview Terminal Company		Delaware
Sage Creek Holdings, LLC		Delaware
School Creek Coal Resources, LLC		Delaware
Seneca Coal Company, LLC		Delaware
Shoshone Coal Corporation		Delaware
Star Lake Energy Company, L.L.C.		Delaware
Thoroughbred Generating Company, LLC		Delaware
Thoroughbred Mining Company, LLC		Delaware
Twentymile Coal, LLC		Delaware
West Roundup Resources, LLC		Delaware
Big Ridge, Inc.		Illinois
Black Hills Mining Company, LLC		Illinois
Century Mineral Resources, Inc.		Illinois
Illinois Land Holdings, LLC		Illinois
Midco Supply and Equipment Corporation		Illinois
Falcon Coal Company, LLC		Indiana
Peabody Arclar Mining, LLC		Indiana
Peabody Midwest Mining, LLC		Indiana
Sugar Camp Properties, LLC		Indiana

-6-

EX-5.2 210 d358187dex52.htm EX-5.2 EX-5.2

LOGO

August 3, 2012

Peabody Energy Corporation

701 Market Street

St. Louis, Missouri 63141

Ladies and Gentlemen:

We have acted as special Indiana counsel to Falcon Coal Company, LLC, an Indiana limited liability company (“Falcon”), Peabody Arclar Mining, LLC, an Indiana limited liability company (“Arclar”), Peabody Midwest Mining, LLC, an Indiana limited liability company (“Midwest”) and Sugar Camp Properties, LLC, an Indiana limited liability company (“Sugar Camp” and together with Falcon, Arclar and Midwest, the “Indiana Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by Peabody Energy Corporation, a Delaware corporation (the “Company”) and the guarantors named therein (the “Guarantors”), including the Indiana Guarantors, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) relating to (i) the issuance by the Company of up to $1,518,821,000 aggregate principal amount of 6.00% Senior Notes due 2018 (the “2018 Exchange Notes”); (ii) up to $1,339,644,000 aggregate principal amount of 6.25% Senior Notes due 2021 (the “2021 Exchange Notes” and together with 2018 Exchange Notes, the “Exchange Notes”); and (iii) the related guarantees of the Exchange Notes by the Guarantors (the “Guarantees”). The Exchange Notes and the Guarantees are proposed to be issued under an indenture dated as of November 15, 2011 (the “Indenture”) among the Company, the Guarantors and U.S. Bank National Association, as trustee. The Exchange Notes will be offered by the Company in exchange for $1,518,821,000 aggregate principal amount of 6.00% Senior Notes due 2018 (the “2018 Outstanding Notes”) and $1,339,644,000 aggregate principal amount of 6.25% Senior Notes due 2021 (the “2021 Outstanding Notes” and, together with the 2018 Notes, the “Outstanding Notes”). Pursuant to Article X of the Indenture, the Guarantors agreed to guarantee the obligations of the Company under the Indenture and the Outstanding Notes, as well as any notes issued in exchange for the Outstanding Notes.

In connection with rendering the opinions set forth below, we have examined the (i) Registration Statement, including the prospectus forming a part thereof (the “Prospectus”) and the exhibits filed therewith; (ii) Indenture; (iii) Outstanding Notes; (iv) form of Exchange Notes; (v) respective Articles of Formation and respective limited liability company agreements of the Indiana Guarantors; (vi) resolutions adopted by the managers or members of each of the Indiana Guarantors; (vii) Omnibus Secretary’s Certificate of the Guarantors; and (viii) Certificates of Existence of each of the Indiana Guarantors. We have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of

LOGO

Peabody Energy Corporation

August 3, 2012

Page 2

public officials and of officers of the Indiana Guarantors. We have not independently established any of the facts so relied on.

For the purposes of this opinion letter, we further have made the assumptions that (i) each document submitted to us is accurate and complete; (ii) each such document that is an original is authentic; (iii) each such document that is a copy conforms to an authentic original; and (iv) all signatures (other than signatures on behalf of the Indiana Guarantors) on each such document are genuine. We also have assumed for purposes of this opinion letter the legal capacity of natural persons and that each party to the documents we have examined or relied on (other than the Indiana Guarantors) has the legal capacity or authority and has satisfied all legal requirements that are applicable to that party to the extent necessary to make such documents enforceable against it. We have not verified any of the foregoing assumptions.

The opinions expressed in this opinion letter are limited to the laws of the State of Indiana, including the applicable provisions of the Indiana Constitution, and reported judicial decisions interpreting those laws. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of federal law, the laws of any states other than Indiana or the laws of any county, municipality or other political subdivision or local governmental agency or authority.

Based on and subject to the foregoing and to the additional qualifications and other matters set forth below, it is our opinion that:

Each of the Indiana Guarantors is validly existing as a limited liability company under the laws of the State of Indiana.

The Indiana Guarantors have the requisite limited liability company power and authority to guarantee the Exchange Notes pursuant to the Indenture.

Each of the Guarantees issued by the Indiana Guarantors in accordance with the Indenture has been duly authorized by all requisite limited liability action by each of the Indiana Guarantors.

The Guarantees issued by each of the Indiana Guarantors in accordance with the Indenture do not violate any provision of the organizational documents which we have reviewed of the Indiana Guarantors or the applicable laws of the State of Indiana.

No governmental approval by any governmental authority of the State of Indiana is required to authorize, or is required for, the issuance by the Indiana Guarantors of their respective Guarantees.

When (a) the Company’s Outstanding Notes have been exchanged in the manner described in the Registration Statement, (b) the Exchange Notes have been duly executed,

Peabody Energy Corporation

August 3, 2012

Page 3

authenticated, issued and delivered in accordance with the terms of the Indenture, and (c) all applicable provisions of “blue sky” laws have been complied with, the Guarantees to which the Indiana Guarantors are parties will be validly issued.

The opinion expressed in numbered paragraph 1 above with respect to the existence of each of the Indiana Guarantors is based solely on the certificates of existence obtained from the Indiana Secretary of State as of the date of the applicable certificate for a particular Indiana Guarantor.

We express no opinion as to the laws of any jurisdiction other than the State of Indiana. The opinions expressed herein are based on laws in effect on the date hereof, which laws are subject to change with possible retroactive effect.

The foregoing opinions are rendered as of the date hereof, and we have not undertaken to supplement this opinion with respect to factual matters or changes in law which may hereafter occur. The opinions expressed in this letter are provided as legal opinions only and not as guaranties or warranties of the matters discussed herein. Subject to the qualifications, limitations, exceptions, restrictions and assumptions set forth herein, Simpson Thacher & Bartlett LLP may rely on this opinion letter as if it were an addressee hereof on this date for the sole purpose of rendering its opinion letter to the Company, as filed with the Commission as Exhibit 5.1 to the Registration Statement.

The limitations inherent in the role of special local counsel are such that we cannot and have not independently verified and are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the information included in the Registration Statement or the Prospectus and, except for the opinions contained herein and as specifically provided below, we have not participated in the preparation of any material in connection with the filing by the Company and the Guarantors with the Commission of the Registration Statement with respect to the registration of the Exchange Notes or the Guarantees and assume no responsibility for the contents of any such material.

We hereby consent to the reference to Jackson Kelly PLLC under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement.

Yours truly,

/s/ Jackson Kelly PLLC

JACKSON KELLY PLLC

EX-5.3 211 d358187dex53.htm EX-5.3 EX-5.3

Exhibit 5.3

August 3, 2012

Midco Supply and Equipment Corporation

Black Hills Mining Company, LLC

Big Ridge, Inc.

Illinois Land Holdings, LLC

Century Mineral Resources, Inc.

c/o Peabody Energy Corporation

701 Market Street

St. Louis, Missouri 63101

Ladies and Gentlemen:

We have acted as counsel to Midco Supply and Equipment Corporation, an Illinois corporation (“Midco”), Black Hills Mining Company, LLC, an Illinois limited liability company, (“Black Hills”), Big Ridge, Inc., an Illinois corporation (“Big Ridge”), Illinois Land Holdings, LLC, an Illinois limited liability company (“Illinois Land”) and Century Mineral Resources, Inc., an Illinois corporation (“Century,” and together with Midco, Black Hills, Big Ridge and Illinois Land, each individually an “Illinois Guarantor” and collectively, the “Illinois Guarantors”). We have been asked to render this opinion in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed under the Securities Act of 1933, as amended, by Peabody Energy Corporation, a Delaware corporation (the “Company”) and the Company’s subsidiaries guaranteeing the Exchange Notes (as hereinafter defined) (the “Guarantors”), which subsidiaries include, without limitation, the Illinois Guarantors, relating to the exchange of up to $1,518,821,000 aggregate principal amount of 6.00% Senior Notes due 2018 (the “2018 Exchange Notes”) for any and all of the Company’s outstanding 6.00% Senior Notes due 2018 (the “2018 Outstanding Notes”), and up to $1,339,644,000 aggregate principal amount of 6.25% Senior Notes due 2021 (the “2021 Exchange Notes” and, together with the 2018 Exchange Notes, the “Exchange Notes”) for any and all of the Company’s outstanding 6.25% Senior Notes due 2021 (the “2021 Outstanding Notes” and, together with the 2018 Outstanding Notes, the “Outstanding Notes”). The guarantees issued by the Illinois Guarantors with respect to the Exchange Notes are referred to herein as the (“Guarantees”).

This opinion letter is delivered to the Illinois Guarantors at their request in connection with the filing of the Registration Statement.

In connection with this opinion letter, we have examined and relied upon the following documents:

(a) the indenture dated as of November 15, 2011 (the “Indenture”) among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”);

(b) the Purchase Agreement dated November 7, 2011 (the “Purchase Agreement”) among the parties listed as purchasers therein, the Company and the Guarantors;

(c) the Registration Rights Agreement dated November 15, 2012 (the “Registration Rights Agreement”) among the Company, the initial purchasers named therein, and the Guarantors;

(d) a copy of the Omnibus Secretary’s Certificate of the Guarantors, including, without limitation, the Illinois Guarantors, dated of even date herewith, and the Exhibits thereto supplied to us by the Illinois Guarantors; and

(e) a copy of a certificate of good standing for each of the Illinois Guarantors issued by the Secretary of State of Illinois on August 3, 2012.

In connection with this opinion letter, we have also examined and relied upon the accuracy of original, certified, conformed, photographic, facsimile or electronic copies of such records, agreements, certificates and other documents as we have deemed necessary or appropriate in order to enable us to render the opinions expressed herein. In all such examinations we have assumed (a) the genuineness of all signatures, (b) the legal capacity of all natural persons executing documents, (c) the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, conformed, photographic, facsimile or electronic copies and the authenticity of the originals of such latter documents, (d) that all certificates and facsimile and telephonic confirmations given by public officials have been properly given and are accurate, and (e) that except for the Guarantees, there are no agreements or undertakings to which any Illinois Guarantor, on the one hand, and any Holder, on the other hand, are parties which would have an effect on the opinions expressed herein. As to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention and other state of mind) relevant to such opinions, we have, with your permission, relied solely upon, and assumed the accuracy of, all statements, representations and warranties made in the Guarantees, in the Omnibus Secretary’s Certificate of the Guarantors referenced in the third paragraph of this opinion letter and in other certificates and documents delivered in connection with the transactions contemplated by the Guarantees, and we have made no independent investigation or inquiry with respect to such factual matters.

We are opining herein as to the effect on the subject transactions only of the laws of the State of Illinois and we express no opinion with respect to (a) the applicability to such transactions, or the effect on such transactions, of any other laws, or (b) any matters of municipal or local law which includes charters, ordinances, administrative opinions and rules and regulations of cities, counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the United States federal, state or regional level), or (c) the securities acts or Blue Sky laws of any jurisdiction, including Illinois.

Whenever our opinion herein is indicated to be based on our knowledge, it is limited to the actual current knowledge of the attorneys of our firm who have been actively involved in the transactions contemplated by the Guarantees. Except to the extent expressly set forth herein, however, we have not undertaken any independent investigation to determine the existence or the

absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of the Illinois Guarantors.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. Each of the Illinois Guarantors has been incorporated or organized, as applicable, and is validly existing and in good standing as a corporation or limited liability company under the law of the State of Illinois.

2. The Guarantees have been duly authorized by the Illinois Guarantors.

3. The issuance of the Guarantees by the Illinois Guarantors will not violate the organizational documents of the Illinois Guarantors, any statute or any rule or regulation that has been issued pursuant to any Illinois statute or any order known to us issued pursuant to any Illinois statute by any court or governmental agency or body having jurisdiction over the Illinois Guarantors or any of their respective properties.

We express no opinion as to the validity, legally binding effect or enforceability of any provision of the Guarantees, Indenture, Registration Rights Agreement or Purchase Agreement.

The opinion expressed in the third paragraph excludes laws relating to (a) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, redemption, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally, (b) state fraudulent transfer and conveyance laws and (c) judicially developed doctrines relevant to any of the foregoing laws.

This opinion letter is rendered to you in connection with the above described transactions. Simpson Thacher & Bartlett LLP is authorized to rely upon this opinion letter in connection with their issuance to the Company of an opinion of even date herewith to be filed as Exhibit 5 to the Registration Statement. We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement. This opinion letter may not be relied upon by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation without our prior written consent.

Very truly yours,

/s/ Thompson Coburn LLP

EX-12 212 d358187dex12.htm EX-12 EX-12

Exhibit 12

PEABODY ENERGY CORPORATION

COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

(IN MILLIONS)


	Year Ended December 31, 2007		Year Ended December 31, 2008		Year Ended December 31, 2009		Year Ended December 31, 2010		Year Ended December 31, 2011		Six Months Ended June 30, 2012
Income from Continuing Operations Before Income Taxes	$	362.8	$	1,065.2	$	629.4	$	1,142.0	$	1,373.7	$	433.8
Interest Expense		235.8		227.0		201.1		222.0		238.6		208.9
Interest Portion of Rental Expense		31.4		40.1		37.8		42.1		52.7		29.2

Adjusted Earnings	$	630.0	$	1,332.3	$	868.3	$	1,406.1	$	1,665.0	$	671.9

Interest Expense	$	235.8	$	227.0	$	201.1	$	222.0	$	238.6		208.9
Interest Portion of Rental Expense		31.4		40.1		37.8		42.1		52.7		29.2

Adjusted Fixed Charges	$	267.2	$	267.1	$	238.9	$	264.1	$	291.3	$	238.1

Ratio of Earnings to Fixed Charges		2.36		4.99		3.63		5.32		5.72		2.82

EX-23.1 213 d358187dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4) and related Prospectus of Peabody Energy Corporation for the offer to exchange $1,518,821,000 of 6.00% Senior Notes due 2018 and $1,339,644,000 of 6.25% Senior Notes due 2021 and to the incorporation by reference therein of our reports dated February 27, 2012, with respect to the consolidated financial statements and schedule of Peabody Energy Corporation, and the effectiveness of internal control over financial reporting of Peabody Energy Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 2011, filed with the Securities and Exchange Commission.

/s/Ernst & Young LLP

St. Louis, Missouri

August 3, 2012

EX-23.2 214 d358187dex232.htm EX-23.2 EX-23.2

Exhibit 23.2

Consent of Independent Auditors

The Board of Directors

Peabody Energy Corporation

We consent to the use of our report dated December 22, 2011 with respect to the consolidated statements of financial position of Macarthur Coal Limited as of June 30, 2011 and 2010, and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the years ended June 30, 2011 and 2010, incorporated by reference in the registration statement on Form S-4 of Peabody Energy Corporation dated August 3, 2012 and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG

Brisbane, Australia

August 3, 2012

EX-25.1 215 d358187dex251.htm EX-25.1 EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall

Minneapolis, Minnesota

55402

(Address of principal executive offices)

(Zip Code)

Phillip G Kane, Jr

U.S. Bank National Association

225 Asylum Street

Hartford, CT 06103

(860) 241-6842

(Name, address and telephone number of agent for service)

Peabody Energy Corporation

(Issuer with respect to the Securities)

Delaware

13-4004153

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

701 Market Street

St Louis, Missouri

63101-1826

(Address of Principal Executive Offices)

(Zip Code)

6.00% Senior Notes due 2018

6.25% Senior Notes Due 2021

(Title of the Indenture Securities)

FORM T-1

Item 1.

GENERAL INFORMATION. Furnish the following information as to the Trustee.

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.

AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15

Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.

LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

A copy of the Articles of Association of the Trustee.*

A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

A copy of the existing bylaws of the Trustee.**

A copy of each Indenture referred to in Item 4. Not applicable.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

Report of Condition of the Trustee as of June 30, 2012 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*	Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

**	Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Hartford, State of Connecticut on the 2^nd of August, 2012.



By:		/s/ Phillip G. Kane, Jr.
		Phillip G. Kane, Jr.
		Vice President

Exhibit 2

LOGO

Comptroller of the Currency

Administrator of National Banks

Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate.

IN TESTIMONY WHERE OF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this September 9, 2010.

LOGO

Acting Comptroller of the Currency

Exhibit 3

LOGO

Comptroller of the Currency

Administrator of National Banks

Washington, DC 20219

CERTIFICATE OF FIDUCIARY POWERS

I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:

2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92 a, and that authority so granted remains in full force and effect on the date of this Certificate.

LOGO

Acting Comptroller of the Currency

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2012

($000’s)


	6/30/2012
Assets
Cash and Balances Due From Depository Institutions	$	15,399,893
Securities		72,720,824
Federal Funds		75,584
Loans & Lease Financing Receivables		211,830,660
Fixed Assets		5,286,747
Intangible Assets		12,383,063
Other Assets		25,125,941

Total Assets	$	342,822,712

Liabilities
Deposits	$	245,043,009
Fed Funds		6,587,299
Treasury Demand Notes		0
Trading Liabilities		937,898
Other Borrowed Money		35,563,317
Acceptances		0
Subordinated Notes and Debentures		5,829,815
Other Liabilities		11,359,611

Total Liabilities	$	305,320,949

Equity
Minority Interest in Subsidiaries	$	2,015,054
Common and Preferred Stock		18,200
Surplus		14,133,323
Undivided Profits		21,335,186

Total Equity Capital	$	37,501,763

Total Liabilities and Equity Capital	$	342,822,712

EX-99.1 216 d358187dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

PEABODY ENERGY CORPORATION

LETTER OF TRANSMITTAL

OFFERS TO EXCHANGE

$1,518,821,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 6.00% SENIOR NOTES DUE 2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING 6.00% SENIOR NOTES DUE 2018

AND

$1,339,644,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 6.25% SENIOR NOTES DUE 2021, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING 6.25% SENIOR NOTES DUE 2021

THE EXCHANGE OFFERS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON , 2012 (THE “EXPIRATION DATE”) UNLESS THE OFFERS ARE EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 11:59 P.M., NEW YORK CITY TIME, ON , 2012.

The Exchange Agent for the Exchange Offers is:

U.S. BANK NATIONAL ASSOCIATION

By Registered, Certified

or Regular Mail:

By Facsimile

(eligible institutions only):

By Overnight Courier or

Hand Delivery:

U.S. Bank National Association

U.S. Bank

Corporate Trust Services

60 Livingston Avenue

St. Paul, Minnesota 55107

Attention: Specialized Finance

651-466-7372

Telephone Inquiries:

800-934-6802

U.S. Bank

Corporate Trust Services

60 Livingston Avenue

1st Fl – Bond Drop Window

St. Paul, Minnesota 55107

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Holders of Outstanding Notes (as defined below) should complete this Letter of Transmittal either if Outstanding Notes are to be forwarded herewith or if tenders of Outstanding Notes are to be made by book-entry transfer to an account maintained by the Exchange Agent at the book-entry transfer facility specified by the holder pursuant to the procedures set forth in “The Exchange Offers—Book-Entry Delivery Procedures” and “The Exchange Offers—Procedures for Tendering Outstanding Notes” in the Prospectus (as defined below) and an “Agent’s Message” (as defined below) is not delivered. If tender is being made by book-entry transfer, the holder must have an Agent’s Message delivered in lieu of this Letter of Transmittal.

Holders of Outstanding Notes whose certificates for such Outstanding Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in “The Exchange Offers—Guaranteed Delivery Procedures” in the Prospectus.

Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Outstanding Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by The Depository Trust Company (“DTC”).

The undersigned acknowledges receipt of the Prospectus dated , 2012 (as it may be amended or supplemented from time to time, the “Prospectus”) of Peabody Energy Corporation, a Delaware corporation (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Company’s offers (the “Exchange Offers”) to exchange up to $1,518,821,000 aggregate principal amount of 6.00% Senior Notes due 2018 (the “2018 Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 6.00% Senior Notes due 2018 (the “2018 Outstanding Notes”) and up to $1,339,644,000 aggregate principal amount of 6.25% Senior Notes due 2021 (the “2021 Exchange Notes” and, together with the 2018 Exchange Notes, the “Exchange Notes”), which have been registered under the Securities Act for any and all of its outstanding 6.25% Senior Notes due 2021 (the “2021 Outstanding Notes” and, together with the 2018 Outstanding Notes, the “Outstanding Notes”).

For each Outstanding Note accepted for exchange, the holder of such Outstanding Note will receive an Exchange Note of the corresponding series of the Exchange Notes having a principal amount equal to that of the surrendered Outstanding Note. The 2018 Exchange Notes will accrue interest at a rate of 6.00% per annum, commencing on , 2012 and payable on May 15 and November 15 of each year. The 2021 Exchange Notes will accrue interest at a rate of 6.25% per annum, commencing on , 2012 and payable on May 15 and November 15 of each year.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action that the undersigned desires to take with respect to the Exchange Offers.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS

CAREFULLY BEFORE CHECKING ANY BOX BELOW.

List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts of Outstanding Notes should be listed on a separate signed schedule affixed hereto.

All Tendering Holders Complete the Applicable Box 1A or 1B:

Box 1A: Description of Outstanding 2018 Notes Tendered Herewith


Name(s) and Address(es) of Registered Holder(s)	Certificate or Registration Number(s) of 2018 Outstanding Notes**	Aggregate Principal Amount Represented by 2018 Outstanding Notes	Aggregate Principal Amount of 2018 Outstanding Notes Being Tendered***
(Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))







Total:

Box 1B: Description of Outstanding 2021 Notes Tendered Herewith


Name(s) and Address(es) of Registered Holder(s)	Certificate or Registration Number(s) of 2021 Outstanding Notes**	Aggregate Principal Amount Represented by 2021 Outstanding Notes	Aggregate Principal Amount of 2021 Outstanding Notes Being Tendered***
(Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))







Total:

*	If the space provided is inadequate, list the certificate numbers and principal amount of Outstanding Notes on a separate signed schedule and attach the list to this Letter of Transmittal.

**	Need not be completed by book-entry holders.

***

The minimum permitted tender is $2,000 in principal amount. All tenders must be in the amount of $2,000 or in integral multiples of $1,000 in excess thereof. Unless otherwise indicated in this column, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See instruction 2.

Box 2

Book-Entry Transfer

CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:


Name of Tendering Institution:
Account Number:
Transaction Code Number:

Holders of Outstanding Notes that are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute the tender through DTC’s Automated Tender Offer Program (“ATOP”), for which the transaction will be eligible. DTC participants that are accepting the Exchange Offers must transmit their acceptances to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Each DTC participant transmitting an acceptance of the Exchange Offers through the ATOP procedures will be deemed to have agreed to be bound by the terms of this Letter of Transmittal. Delivery of an Agent’s Message by DTC will satisfy the terms of the Exchange Offers as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offers by submitting a Notice of Guaranteed Delivery through ATOP.

Box 3

Notice of Guaranteed Delivery

(See Instruction 1 below)

CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:


Name(s) of Registered Holder(s):
Window Ticket Number (if any):
Name of Eligible Guarantor Institution that Guaranteed Delivery:
Date of Execution of Notice of Guaranteed Delivery:
IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:
Name of Tendering Institution:
Account Number:
Transaction Code Number:

Box 4

Return of Non-Exchanged Outstanding Notes

Tendered by Book-Entry Transfer

CHECK HERE IF OUTSTANDING NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT NUMBER SET FORTH ABOVE.

Box 5

Participating Broker-Dealer

CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


Name:
Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is acquiring the Exchange Notes in the ordinary course of business and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offers with respect to Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any broker-dealer who purchased Outstanding Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offers, the undersigned hereby tenders to the Company the aggregate principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offers (including, if the Exchange Offers are extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Outstanding Notes as are being tendered herewith.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company, in connection with the Exchange Offers) with respect to the tendered Outstanding Notes, with full power of substitution and resubstitution (such power of attorney being deemed an irrevocable power coupled with an interest) to (1) deliver certificates representing such Outstanding Notes, or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility specified by the holder(s) of the Outstanding Notes, together, in each such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, (2) present and deliver such Outstanding Notes for transfer on the books of the Company and (3) receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Outstanding Notes, all in accordance with the terms of the Exchange Offers.

The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, exchange, assign and transfer the Outstanding Notes tendered hereby, (b) when such tendered Outstanding Notes are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and (c) the Outstanding Notes tendered for exchange are not subject to any adverse claims or proxies when accepted by the Company. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Outstanding Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Outstanding Notes nor any such other person is engaged in or intends to engage in, nor has an arrangement or understanding with any person to participate in, the distribution of such Exchange Notes, and that neither the holder of such Outstanding Notes nor any such other person is an “affiliate,” as such term is defined in Rule 405 under the Securities Act, of the Company. If the undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.

The undersigned also acknowledges that the Exchange Offers are being made based on the Company’s understanding of an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) as set forth in no-action letters issued to third parties, including Morgan Stanley & Co. Incorporated (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters, that the Exchange Notes issued in exchange for the Outstanding Notes pursuant to the Exchange Offers may be offered for resale, resold and otherwise transferred by each holder thereof (other than a broker-dealer who acquires such Exchange Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder’s business and such holder is not engaged in, and does not intend to engage in, a distribution of such Exchange Notes and has no arrangement or understanding with any person to participate in the distribution of such Exchange Notes. If a holder of the Outstanding Notes is an affiliate of the Company, is not acquiring the Exchange Notes

in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offers, such holder (x) may not rely on the applicable interpretations of the staff of the SEC and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer that will receive the Exchange Notes for its own account in exchange for the Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreement, dated November 15, 2011 among Peabody Energy Corporation, and the initial purchasers of the Outstanding Notes (the “Registration Rights Agreement”), and that the Company shall have no further obligations or liabilities thereunder except as provided in Section 7 (indemnification and contribution) of such agreement. The undersigned will comply with its obligations under the Registration Rights Agreement.

The Exchange Offers are subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offers—Conditions to the Exchange Offers.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the Exchange Offers. In addition, the Company may amend the Exchange Offers at any time prior to the Expiration Date if any of the conditions set forth under “The Exchange Offers—Conditions to the Exchange Offers” occur.

All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, administrators, trustees in bankruptcy and legal representatives of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the procedures set forth in the terms of this Letter of Transmittal.

Unless otherwise indicated herein in the box entitled “Special Registration Instructions” below, please deliver the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of the Outstanding Notes, please credit the account indicated above. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Outstanding Notes Tendered Herewith.”

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.


Box 6 SPECIAL REGISTRATION INSTRUCTIONS (See Instructions 4 and 5) To be completed ONLY if certificates for the Outstanding Notes not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above.
	Issue:	¨	Outstanding Notes not tendered to:
		¨	Exchange Notes to:

	Name(s):
			(Please Print or Type)

	Address:

			(Include Zip Code)

	Daytime Area Code and Telephone Number.


	Taxpayer Identification or Social Security Number:


Box 7 SPECIAL DELIVERY INSTRUCTIONS (See Instructions 4 and 5) To be completed ONLY if certificates for the Outstanding Notes not tendered and/or certificates for the Exchange Notes are to be sent in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above.
	Send:	¨	Outstanding Notes not tendered to:
		¨	Exchange Notes to:

	Name(s):
			(Please Print or Type)

	Address:

			(Include Zip Code)

	Daytime Area Code and Telephone Number.


	Taxpayer Identification or Social Security Number:


Box 8 TENDERING HOLDER(S) SIGN HERE (Complete accompanying Substitute Form or applicable Form W-8) Must be signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of the Outstanding Notes exactly as their name(s) appear(s) on the Outstanding Notes hereby tendered or by any person(s) authorized to become the registered holder(s) by properly completed bond powers or endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 4.

	(Signature(s) of Holder(s))

Date:
	Name(s):
		(Please Type or Print)

Capacity (full title):
	Address:
		(Including Zip Code)


				Daytime Area Code and Telephone Number:
				Taxpayer Identification or Social Security Number:


		GUARANTEE OF SIGNATURE(S) (If Required — See Instruction 4)
	Authorized Signature:

Date:
Name:
Title:
Name of Firm:
	Address of Firm:

	(Include Zip Code)



		Area Code and Telephone Number:
		Taxpayer Identification or Social Security Number:

Box 9

PAYER’S NAME: U.S. BANK NATIONAL ASSOCIATION


Substitute Form W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN)	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.

			Name

			Social Security Number

			OR

			Employer Identification Number
			Part 3— Awaiting TIN ¨
	Part 2—Certification—UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
	(1)	The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
	(2)	I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
	(3)	I am a U.S. person (including a U.S. resident alien).

	CERTIFICATE INSTRUCTIONS — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).

	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Sign Here: Signature Date

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY REPORTABLE PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFERS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU

CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.


CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld and, if the Exchange Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service.
Signature						Date

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the payee (You) to Give the Payer.—Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.


For this type of account:			Give the SOCIAL SECURITY number of—
1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined account fund, the first individual on the account¹
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor²
4.	a.	The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee¹
	b.	So-called trust that is not a legal or valid trust under state law	The actual owner¹
5.	Sole proprietorship or disregarded entity owned by an individual		The owner³

For this type of account:			Give the EMPLOYER IDENTIFICATION number of
6.	Disregarded entity not owned by an individual		The owner
7.	A valid trust, estate, or pension trust		The legal entity⁴
8.	Corporate		The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization account		The organization
10.	Partnership		The partnership
11.	A broker or registered nominee		The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity

1.	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

2.	Circle the minor’s name and furnish the minor’s social security number.

3.	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).

4.	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:

IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON

SUBSTITUTE FORM W-9

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Security Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

•

An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

•

The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

•

An international organization or any agency or instrumentality thereof.

•

A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

•

A corporation.

•

A financial institution.

•

A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

•

A real estate investment trust.

•

A common trust fund operated by a bank under Section 584(a).

•

An entity registered at all times during the tax year under the Investment Company Act of 1940.

•

A middleman known in the investment community as a nominee or custodian.

•

A futures commission merchant registered with the Commodity Futures Trading Commission.

•

A foreign central bank of issue.

•

A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

•

Payments to nonresident aliens subject to withholding under Section 1441.

•

Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

•

Payments of patronage dividends not paid in money.

•

Payments made by certain foreign organizations.

•

Section 404(k) payments made by an ESOP.

Payments of interest generally exempt from backup withholding include:

•

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

•

Payments described in Section 6049(b)(5) to nonresident aliens.

•

Payments on tax-free covenant bonds under Section 1451.

•

Payments made by certain foreign organizations.

•

Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice. — Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. — If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFERS

General

Please do not send certificates for Outstanding Notes directly to the Company. Your certificates for Outstanding Notes, together with your signed and completed Letter of Transmittal and any required supporting documents, should be mailed or otherwise delivered to the Exchange Agent at the address set forth on the first page hereof. The method of delivery of Outstanding Notes, this Letter of Transmittal and all other required documents is at your sole option and risk and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight or hand delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.

A holder of Outstanding Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, (ii) complying with the procedure for book-entry transfer described below or (iii) complying with the guaranteed delivery procedures described below.

Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available or (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot comply with the book-entry transfer procedures on a timely basis, must tender their Outstanding Notes pursuant to the guaranteed delivery procedure set forth in “The Exchange Offers—Guaranteed Delivery Procedures” in the Prospectus and by completing Box 3. Holders may tender their Outstanding Notes if: (i) the tender is made by or through an Eligible Guarantor Institution (as defined below); (ii) the Exchange Agent receives (by facsimile transmission, mail or hand delivery), on or prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal that (a) sets forth the name and address of the holder of Outstanding Notes, if applicable, the certificate number(s) of the Outstanding Notes to be tendered and the principal amount of Outstanding Notes tendered; (b) states that the tender is being made thereby; and (c) guarantees that, within three New York Stock Exchange trading days after the Expiration Date, the Letter of Transmittal, or a facsimile thereof, together with the Outstanding Notes or a book-entry confirmation, and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Guarantor Institution with the Exchange Agent; or (iii) the Exchange Agent receives a properly completed and executed Letter of Transmittal, or facsimile thereof and the certificate(s) representing all tendered Outstanding Notes in proper form or a confirmation of book-entry transfer of the Outstanding Notes into the Exchange Agent’s account at the appropriate book-entry transfer facility and all other documents required by this Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date.

Any Holder who wishes to tender Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Outstanding Notes prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a holder who attempted to use the guaranteed delivery procedures.

No alternative, conditional, irregular or contingent tenders will be accepted. Each tendering holder, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange.

2. Partial Tenders; Withdrawals.

Tenders of Outstanding Notes will be accepted only in the principal amount of $2,000 and integral multiples of $1,000 in excess thereof. If less than the entire principal amount of Outstanding Notes evidenced by a submitted certificate is tendered, the tendering holder(s) must fill in the aggregate principal amount of Outstanding Notes tendered in the column entitled “Description of 2018 Outstanding Notes Tendered Herewith” in Box 1A or “Description of 2021 Outstanding Notes Tendered Herewith” in Box 1B above. A newly issued certificate for the Outstanding Notes submitted but not tendered will be sent to such holder promptly after the Expiration Date, unless otherwise provided in the appropriate box on this Letter of Transmittal. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise clearly indicated. Outstanding Notes tendered pursuant to the Exchange Offers may be withdrawn at any time prior to the Expiration Date, after which tenders of Outstanding Notes are irrevocable.

To be effective with respect to the tender of Outstanding Notes, a written notice of withdrawal (which may be by telegram, telex, facsimile or letter) must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Company notifies the Exchange Agent that it has accepted the tender of Outstanding Notes pursuant to the Exchange Offers; (ii) specify the name of the person who tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the principal amount of such Outstanding Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Outstanding Notes and the principal amount of Outstanding Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Notes exchanged; (v) specify the name in which any such Outstanding Notes are to be registered, if different from that of the withdrawing holder; and (vi) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of notice of withdrawal. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Outstanding Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity, form and eligibility of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offers. Any Outstanding Notes which have been tendered for exchange but which are not accepted for exchange for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offers. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption “The Exchange Offers—Procedures for Tendering Outstanding Notes” in the Prospectus at any time prior to the Expiration Date.

Neither the Company, any affiliate or assigns of the Company, the Exchange Agent nor any other person will be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification (even if such notice is given to other persons).

3. Beneficial Owner Instructions.

Only a holder of Outstanding Notes (i.e., a person in whose name Outstanding Notes are registered on the books of the registrar or, or, in the case of Outstanding Notes held through book-entry, such book-entry transfer facility specified by the holder), or the legal representative or attorney-in-fact of a holder, may execute and deliver this Letter of Transmittal. Any beneficial owner of Outstanding Notes who wishes to accept the Exchange Offers must arrange promptly for the appropriate holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the appropriate holder of the “Instructions to Registered Holder from Beneficial Owner” form accompanying this Letter of Transmittal.

4. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by the registered holder(s) (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of the Outstanding Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of the certificates (or on such security listing) without alteration, addition, enlargement or any change whatsoever.

If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal (or facsimiles thereof) as there are different registrations of Outstanding Notes.

When this Letter of Transmittal is signed by the registered holder(s) of Outstanding Notes (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required. If, however, this Letter of Transmittal is signed by a person other than the registered holder(s) of the Outstanding Notes listed or the Exchange Notes are to be issued, or any untendered Outstanding Notes are to be reissued, to a person other than the registered holder(s) of the Outstanding Notes, such Outstanding Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in each case signed exactly as the name or names of the registered holder(s) appear(s) on the Outstanding Notes and the signatures on such certificates must be guaranteed by an Eligible Guarantor Institution. If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, submit proper evidence satisfactory to the Company, in its sole discretion, of such persons’ authority to so act.

Endorsements on certificates for the Outstanding Notes or signatures on bond powers required by this Instruction 4 must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”).

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Outstanding Notes are tendered: (i) by a registered holder (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution.

5. Special Registration and Delivery Instructions.

Tendering holders should indicate, in the applicable Box 6 or Box 7, the name and address in/to which the Exchange Notes and/or certificates for Outstanding Notes not exchanged are to be issued or sent, if different from the name(s) and address(es) of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number or social security number of the person named must also be indicated. A holder tendering the Outstanding Notes by book-entry transfer may request that the Outstanding Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate. See Box 4.

If no such instructions are given, the Exchange Notes (and any Outstanding Notes not tendered or not accepted) will be issued in the name of and sent to the holder signing this Letter of Transmittal or deposited into such holder’s account at the applicable book-entry transfer facility.

6. Transfer Taxes.

The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of the Outstanding Notes to it or its order pursuant to the Exchange Offers. If, however, the Exchange Notes are delivered to or issued in the name of a person other than the registered holder, or if a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to the Company or its order pursuant to the Exchange Offers, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Outstanding Notes listed in this Letter of Transmittal.

7. Waiver of Conditions.

The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offers set forth in the Prospectus.

8. Mutilated, Lost, Stolen or Destroyed Securities.

Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed, should promptly contact the Exchange Agent at the address set forth on the first page hereof for further instructions. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been completed.

9. No Conditional Tenders; No Notice of Irregularities.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange. The Company reserves the right, in its reasonable judgment, to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes. The Company’s interpretation of the terms and conditions of the Exchange Offers (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Company shall determine. Although the Company intends to notify holders of defects or

irregularities with respect to tenders of Outstanding Notes, neither the Company, the Exchange Agent nor any other person is under any obligation to give such notice nor shall they incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holder promptly following the Expiration Date.

10. Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth on the first page hereof.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF OUTSTANDING NOTES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a tendering holder whose Outstanding Notes are accepted for exchange may be subject to backup withholding unless the holder provides the Exchange Agent with either (i) such holder’s correct taxpayer identification number (“TIN”) on the Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Outstanding Notes is awaiting a TIN), (B) that the holder of Outstanding Notes is not subject to backup withholding because (x) such holder of Outstanding Notes is exempt from backup withholding, (y) such holder of Outstanding Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Outstanding Notes that he or she is no longer subject to backup withholding and (C) that the holder of Outstanding Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Outstanding Notes is an individual, the TIN is such holder’s social security number. If the Exchange Agent is not provided with the correct TIN, the holder of Outstanding Notes may also be subject to certain penalties imposed by the Internal Revenue Service and any reportable payments that are made to such holder may be subject to backup withholding (see below).

Certain holders of Outstanding Notes (including, generally, all corporations and certain foreign holders) are not subject to these backup withholding and reporting requirements. However, exempt holders of Outstanding Notes should indicate their exempt status on the Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign holder to qualify as an exempt recipient, the holder must submit a Form W-8BEN (or other applicable Form W-8), signed under penalties of perjury, attesting to that holder’s exempt status. A Form W-8BEN (or other applicable Form W-8) can be obtained from the Exchange Agent. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions. Holders are encouraged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

If backup withholding applies, the Exchange Agent is required to withhold 28% of any payments made to the holder of Outstanding Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished. The Exchange Agent cannot refund amounts withheld by reason of backup withholding.

A holder who does not have a TIN may check the box in Part 3 of the Substitute Form W-9 if the surrendering holder of Outstanding Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Outstanding Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Paying Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Paying Agent and, if the Paying Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service. The holder of Outstanding Notes is required to give the Paying Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Notes. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

EX-99.2 217 d358187dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

PEABODY ENERGY CORPORATION

OFFERS TO EXCHANGE

AND

, 2012

To Brokers, Dealers, Commercial Banks,

Trust Companies and other Nominees:

As described in the enclosed Prospectus, dated , 2012 (as the same may be amended or supplemented from time to time, the “Prospectus”), and Letter of Transmittal (the “Letter of Transmittal”), Peabody Energy Corporation (the “Company”) is offering to exchange (the “Exchange Offers”) an aggregate principal amount of up to $1,518,821,000 of its 6.00% Senior Notes due 2018 (the “2018 Exchange Notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 6.00% Senior Notes due 2018 (the “2018 Outstanding Notes”) and an aggregate principal amount of up to $1,339,644,000 of its 6.25% Senior Notes due 2021 (the “2021 Exchange Notes” and, together with the 2018 Exchange Notes, the “Exchange Notes”) which have been registered under the Securities Act for any and all of its outstanding 6.25% Senior Notes due 2021 (the “2021 Outstanding Notes” and, together with the 2018 Outstanding Notes, the “Outstanding Notes”) in integral multiples of $2,000 and multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offers, except that the Exchange Notes are freely transferable by holders thereof. The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offers is subject to certain conditions described in the Prospectus.

WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE. PLEASE BRING THE EXCHANGE OFFERS TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE.

Enclosed are copies of the following documents:

The Prospectus;

The Letter of Transmittal for your use in connection with the tender of Outstanding Notes and for the information of your clients, including a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding);

A form of Notice of Guaranteed Delivery; and

A form of letter, including a letter of instructions to a registered holder from a beneficial owner, which you may use to correspond with your clients for whose accounts you hold Outstanding Notes that are registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions regarding the Exchange Offers.

Your prompt action is requested. Please note that the Exchange Offers will expire at 11:59 p.m., New York City time, on , 2012 (the “Expiration Date”), unless the Company otherwise extends the Exchange Offers. The Company does not currently intend to extend the Expiration Date.

To participate in the Exchange Offers, certificates for Outstanding Notes, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, or a timely confirmation of a book-entry transfer of such Outstanding Notes into the account of U.S. Bank National Association (the “Exchange Agent”), at the book-entry transfer facility, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Prospectus and the Letter of Transmittal.

The Company will not pay any fees or commissions to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of the Outstanding Notes pursuant to the Exchange Offers. However, the Company will pay or cause to be paid any transfer taxes, if any, applicable to the tender of the Outstanding Notes to it or its order, except as otherwise provided in the Prospectus and Letter of Transmittal.

If holders of the Outstanding Notes wish to tender, but it is impracticable for them to forward their Outstanding Notes prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal.

Any inquiries you may have with respect to the Exchange Offers should be addressed to the Exchange Agent at its address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed materials may be obtained from the Exchange Agent.

Very truly yours,

PEABODY ENERGY CORPORATION

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFERS, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.

EX-99.3 218 d358187dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

PEABODY ENERGY CORPORATION

OFFERS TO EXCHANGE

AND

, 2012

To Our Clients:

Enclosed for your consideration are a Prospectus, dated , 2012 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offers by Peabody Energy Corporation (the “Company”) to exchange (the “Exchange Offers”) an aggregate principal amount of up to $1,518,821,000 of its 6.00% Senior Notes due 2018 (the “2018 Exchange Notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 6.00% Senior Notes due 2018 (the “2018 Outstanding Notes”) and an aggregate principal amount of up to $1,339,644,000 of its 6.25% Senior Notes due 2021 (the “2021 Exchange Notes” and, together with the 2018 Exchange Notes, the “Exchange Notes”) which have been registered under the Securities Act for any and all of its outstanding 6.25% Senior Notes due 2021 (the “2021 Outstanding Notes” and, together with the 2018 Outstanding Notes, the “Outstanding Notes”) in integral multiples of $2,000 and multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes of the series for which they may be exchanged pursuant to the Exchange Offers, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus and the related Letter of Transmittal. The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offers is subject to certain conditions described in the Prospectus.

PLEASE NOTE THAT THE EXCHANGE OFFERS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON , 2012 (THE “EXPIRATION DATE”), UNLESS THE COMPANY EXTENDS THE EXCHANGE OFFERS. THE COMPANY DOES NOT CURRENTLY INTEND TO EXTEND THE EXPIRATION DATE.

The enclosed materials are being forwarded to you as the beneficial owner of the Outstanding Notes held by us for your account but not registered in your name. A tender of such Outstanding Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Outstanding Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their Outstanding Notes in the Exchange Offers.

Accordingly, we request instructions as to whether you wish to tender any or all such Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us tender any or all of your Outstanding Notes, please so instruct us by completing, signing and returning to us the “Instructions to Registered Holder from Beneficial Owner” form that appears below. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether or not to tender your Outstanding Notes.

The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Outstanding Notes held by us and registered in our name for your account or benefit.

If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Outstanding Notes on your account.

INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER

The undersigned beneficial owner acknowledges receipt of your letter and the accompanying Prospectus dated , 2012 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offers (the “Exchange Offers”) by Peabody Energy Corporation (the “Company”) to exchange an aggregate principal amount of up to $1,518,821,000 of its 2018 Exchange Notes which have been registered under the Securities Act for any and all of its outstanding 2018 Outstanding Notes and an aggregate principal amount of up to $1,339,644,000 of its 2021 Exchange Notes which have been registered under the Securities Act for any and all of its outstanding 2021 Outstanding Notes, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

This will instruct you, the registered holder, to tender the principal amount of the Outstanding Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

2018 Outstanding Notes


Principal Amount Held for Account Holder(s)		Principal Amount to be Tendered*

2021 Outstanding Notes


Principal Amount Held for Account Holder(s)		Principal Amount to be Tendered*

*	Unless otherwise indicated, the entire principal amount held for the account of the undersigned will be tendered.

If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Outstanding Notes, including but not limited to the representations that the undersigned (i) is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company, (ii) is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of Exchange Notes, (iii) is acquiring the Exchange Notes in the ordinary course of its business and (iv) is not a broker-dealer tendering Outstanding Notes acquired for its own account directly from the Company. If a holder of the Outstanding Notes is an affiliate of the Company, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offers, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction of the Exchange Notes.


		SIGN HERE

		Dated: , 2012
		Signature(s):

		Print Name(s):
		Address:

		(Please include Zip Code)

		Telephone Number
		(Please include Area Code)

		Tax Identification Number or Social Security Number:

		My Account Number With You:

EX-99.4 219 d358187dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

PEABODY ENERGY CORPORATION

NOTICE OF GUARANTEED DELIVERY

OFFERS TO EXCHANGE

AND

This form, or one substantially equivalent hereto, must be used to accept the Exchange Offers made by Peabody Energy Corporation (the “Company”) pursuant to the Prospectus, dated , 2012 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), if the certificates for the Outstanding Notes are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to 11:59 p.m., New York City time, on the Expiration Date of the Exchange Offers. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to U.S. Bank National Association (the “Exchange Agent”) as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender the Outstanding Notes pursuant to the Exchange Offers, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 11:59 p.m., New York City time, on the Expiration Date of the Exchange Offers. Capitalized terms not defined herein have the meanings ascribed to them in the Letter of Transmittal.

The Exchange Agent is:

U.S. BANK NATIONAL ASSOCIATION


By Registered, Certified or Regular Mail:	By Facsimile (eligible institutions only):	By Overnight Courier or Hand Delivery:
U.S. Bank National Association U.S. Bank	651-466-7372	U.S. Bank Corporate Trust Services 60 Livingston Avenue 1st Fl – Bond Drop Window St. Paul, Minnesota 55107
Corporate Trust Services 60 Livingston Avenue St. Paul, Minnesota 55107 Attention: Specialized Finance	Telephone Inquiries: 800-934-6802

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space in Box 8 provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Outstanding Notes indicated below, pursuant to the guaranteed delivery procedures described in “The Exchange Offers—Guaranteed Delivery Procedures” section of the Prospectus.


Certificate Number(s) (if known) of Outstanding Notes or Account Number at Book-Entry Transfer Facility	Aggregate Principal Amount Represented by Outstanding Notes	Aggregate Principal Amount of Outstanding Notes Being Tendered


		PLEASE COMPLETE AND SIGN


		(Signature(s) of Record Holder(s))


		(Please Type or Print Name(s) of Record Holder(s))

		Dated: , 2012

Address:
		(Zip Code)


		(Daytime Area Code and Telephone No.)

¨ Check this Box if the Outstanding Notes will be delivered by book-entry transfer to The Depository Trust Company.

Account Number:

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

GUARANTEE OF DELIVERY

(Not to be used for signature guarantee)

The undersigned, a member of a recognized signature medallion program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (a) represents that the above person(s) “own(s)” the Outstanding Notes tendered hereby within the meaning of Rule 14e-4(b)(2) under the Exchange Act, (b) represents that the tender of those Outstanding Notes complies with Rule 14e-4 under the Exchange Act and (c) guarantees to deliver to the Exchange Agent, at its address set forth in the Notice of Guaranteed Delivery, the certificates representing all tendered Outstanding Notes, in proper form for transfer, or a book-entry confirmation (a confirmation of a book-entry transfer of the Outstanding Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three (3) New York Stock Exchange trading days after the Expiration Date.

Name of Firm:

(Authorized Signature)

Address:

(Zip Code)

Area Code and Tel. No.:

Name:

(Please Type or Print)

Title:

Dated: , 2012



NOTE:		DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1.	Delivery of this Notice of Guaranteed Delivery.

A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover page hereof prior to the Expiration Date of the Exchange Offers. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holders and the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the holders use properly insured, registered mail with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal. No notice of Guaranteed Delivery should be sent to the Company.

2.	Signatures on this Notice of Guaranteed Delivery.

If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Notes referred to herein, the signatures must correspond with the name(s) written on the face of the Outstanding Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Notes listed, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appear(s) on the Outstanding Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this Notice of Guaranteed Delivery.

3.	Questions and Requests for Assistance or Additional Copies.

Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address set forth on the cover hereof. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers.

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