Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Peabody Energy Corporation HTML 2.69M
2: EX-1 Purchase Agreement 35 170K
7: EX-3.10 By-Laws of Beaver Dam Coal Company 6 60K
49: EX-3.107 Certificate of Formation of Peabody Archveyor, LLC 2 48K
50: EX-3.108 Limited Liability Company Agreegent of Peabody 7 64K
8: EX-3.11 Certificate of Incorporation of Big Ridge, Inc. 24 123K
51: EX-3.113 Certificate of Incorporation of Peabody Coal Co. 26 97K
52: EX-3.117 Certificate of Formation of Peabody Development 1 47K
53: EX-3.118 Limited Liability Company Agreement 16 97K
54: EX-3.119 Certificate of Incorporation of Peabody Energy 4 55K
9: EX-3.12 By-Laws of Big Ridge, Inc. 17 93K
55: EX-3.120 By-Laws of Peabody Energy Generation Holding Co. 17 76K
56: EX-3.121 Certificate of Incorporation of Peabody Energy 5 55K
57: EX-3.122 By-Laws of Peabody Energy Investments, Inc. 17 76K
58: EX-3.127 Certificate of Formation of Peabody Natural Gas 1 47K
59: EX-3.128 Limited Liability Company Agreement of Peabody 17 96K
60: EX-3.129 Statement of Partnership Existence 1 47K
61: EX-3.130 By-Laws of Peabody Natural Resources Company 10 72K
62: EX-3.131 Certificate of Formation 2 48K
63: EX-3.132 Limited Liability Company Agreement 7 65K
64: EX-3.133 Certificate of Incorporation of Peabody Southwest. 3 53K
65: EX-3.134 By-Laws of Peabody Southwestern Coal Company 17 76K
66: EX-3.139 Certificate of Formation of Peabody-Waterside 1 48K
67: EX-3.140 Limited Liability Company Agreement 7 66K
68: EX-3.145 Certificate of Formation of Pond Creek Land 1 47K
69: EX-3.146 Limited Liability Company Agreement of Pond Creek 7 64K
70: EX-3.147 Certificate of Incorporation of Pond River Land Co 4 54K
71: EX-3.148 By-Laws of Pond River Land Company 17 76K
72: EX-3.149 Certificate of Formation of Porcupine Production 1 47K
10: EX-3.15 Third Amended and Restated Partnership Agreement 83 213K
73: EX-3.150 Limited Liability Company Agreement of Porcupine 17 96K
74: EX-3.151 Certificate of Formation of Porcupine Transport. 1 47K
75: EX-3.152 Limited Liability Company Agreement of Porcupine 17 96K
76: EX-3.153 Certificate of Incorporation of Powder River Coal 11 72K
77: EX-3.155 Certificate of Fomation of Prairie State Generatin 1 47K
78: EX-3.156 Limited Liability Company of Prairie State 7 65K
79: EX-3.159 Certificate of Incorporation of Rivers Edge Mining 5 57K
11: EX-3.16 Amended and Restated Partnership Agreement 52 178K
80: EX-3.160 By-Laws of Rivers Edge Minging, Inc. 17 76K
81: EX-3.169 Certificate of Formation of Star Lake Energy Co. 2 49K
12: EX-3.17 Certificate of Formation of Black Beauty Holding 1 48K
82: EX-3.170 Limited Liability Company Agreement of Star Lake 7 64K
83: EX-3.173 Partnership Agreement of Sugar Camp Properties 47 141K
84: EX-3.176 Certificate of Formation 2 50K
85: EX-3.177 Limited Liability Company Agreement 7 63K
86: EX-3.178 Certificate of Formation of Thoroughbrred Mining 1 46K
87: EX-3.179 LLC Agreement of Thoroughbred Mining Company, LLC 7 64K
13: EX-3.18 Limited Liability Company Agreement 7 64K
88: EX-3.180 Certificate of Incorporation of Yankeetown Dock 36 133K
89: EX-3.181 By-Laws of Yankeetown Dock Corporation 8 64K
14: EX-3.19 Articles of Incorporation of Black Beauty Mining 2 50K
15: EX-3.20 By-Laws of Black Beauty Mining, Inc. 10 70K
16: EX-3.21 Amended and Restated Articles of Incorporation 10 70K
17: EX-3.22 By-Laws of Black Beauty Resources, Inc. 22 103K
18: EX-3.23 Articles of Incorp of Black Beauty Underground 2 50K
19: EX-3.24 By-Laws of Black Beauty Underground, Inc. 8 67K
20: EX-3.25 Certificate of Incorporation of Black Walnut Coal 4 52K
21: EX-3.26 By-Laws of Black Walnut Coal Company 17 76K
22: EX-3.33 Certificate of Incorporation of Cleaton Coal Co. 4 55K
23: EX-3.34 By-Laws of Cleaton Coal Company 17 76K
24: EX-3.36 By-Laws of Coal Properties Corp 23 77K
3: EX-3.4 By-Laws of Affinity Mining Company 14 83K
25: EX-3.42 Certificate of Incorporation of Cyprus Creek Land 4 54K
26: EX-3.43 By-Laws of Cyprus Creek Land Company 17 76K
27: EX-3.44 Certificate of Formation of Cyprus Creek Land 1 47K
28: EX-3.45 Limited Liability Company Agreement 7 64K
29: EX-3.48 Partnership Agreement of Eagle Coal Company 50 149K
30: EX-3.49 Certificate of Incorporation of Eastern Associated 17 79K
4: EX-3.5 Ceritficate of Existence of Arclar Company, LLC 7 62K
31: EX-3.50 By-Laws of Eastern Associated Coal Corp. 27 120K
32: EX-3.53 Ceritficate of Organization of Empire Marine, LLC 1 47K
33: EX-3.54 Articles of Organization of Empire Marine, LLC 3 51K
34: EX-3.55 Amended and Restated Partnership Agreement 50 150K
35: EX-3.56 Certificate of Incoporation of Gallo Finance Co. 5 59K
36: EX-3.57 By-Laws of Gallo Finance Company 19 77K
37: EX-3.58 Articles of Organization of Gibco Motor Express 1 48K
38: EX-3.59 Operating Agreement of Gibco Motor Express, LLC 8 69K
5: EX-3.6 Second Amended and Restated Operating Agreement 31 174K
39: EX-3.71 Certificate of Incorporation of Highland Mining Co 4 57K
40: EX-3.72 By-Laws of Highland Mining Company 17 76K
41: EX-3.73 Certificate of Incorporation of Highwall Mining 4 52K
42: EX-3.74 By-Laws of Highwall Mining Services Company 17 76K
43: EX-3.83 Certificate of Incorporation of Jarrell's Branch 4 54K
44: EX-3.84 By-Laws of Jarrell's Branch Coal Company 17 76K
45: EX-3.89 Certificate of Incorporation of Logan Fork Coal Co 4 54K
6: EX-3.9 Certificate of Incorporation of Beaver Dam Coal Co 31 103K
46: EX-3.90 By-Laws of Logan Fork Coal Company 16 75K
47: EX-3.97 Certificate of Formation of Mustang Energy Co. LLC 2 49K
48: EX-3.98 Limited Liability Company Agreement of Mustang 7 63K
90: EX-4.3 First Supplemental Senior Note Indenture 11 73K
91: EX-5 Opinion of Simpson Thacher & Bartlett LLP 7 62K
92: EX-10.2 Amended and Restated Guarantee & Collateral Agrmt 107 489K
93: EX-10.3 Subordination Agreement 30 135K
94: EX-11 Statement of Computation of Per Share Earnings 1 51K
95: EX-12 Statement of Computation of Ratios 2± 54K
96: EX-21 List of Subsidiaries of the Registrant 3 56K
97: EX-23.2 Consent of Ernst & Young LLP 1 47K
98: EX-23.3 Consent of Marshall Miller & Associates 1 47K
99: EX-25 Statement of Eligibility of Trustee 5 60K
100: EX-99.1 Form of Letter of Transmittal 17 131K
101: EX-99.2 Form of Notice of Guaranteed Delivery 4 61K
102: EX-99.3 Form of Letter to Nominees 2 54K
103: EX-99.4 Form of Letter to Clients 4 57K
EX-3.177 — Limited Liability Company Agreement
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EXHIBIT 3.177
LIMITED LIABILITY COMPANY AGREEMENT
OF
PG INVESTMENTS NINE, L.L.C.
THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") of PG
INVESTMENTS NINE, 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 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 August
25, 2000; 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
August 25, 2000.
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 Nine, 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.
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 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
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 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
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 action taken by the Member shall be binding on
the LLC.
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
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)(l)(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.
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 (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.
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 Corporation
By: /s/ James C. Sevem
-----------------------------------------
Name: James C. Sevem
Title: Vice President and Assistant Secretary
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 6/17/03 | | | | | | | 4 |
| | 8/28/00 | | 1 |
| | 8/25/00 | | 1 |
| List all Filings |
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