EXHIBIT 3.40(A)
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/08/1997
971339430 -- 2805778
CERTIFICATE OF INCORPORATION
OF
PREMIUM COAL DEVELOPMENT COMPANY
ARTICLE ONE
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The name of the corporation is Premium Coal Development Company
(hereinafter called the "Corporation").
ARTICLE TWO
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The address of the Corporation's registered office in the state Delaware is
1013 Centre Road, Wilmington, Delaware 19805, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is Corporation
Service Company.
ARTICLE THREE
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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
Delaware.
ARTICLE FOUR
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The total number of shares which the Corporation shall have the authority
to issue is One Thousand (1,000) shares, all of which shall be shares of Common
Stock, par value $.01 per share.
ARTICLE FIVE
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The name and mailing address of the incorporator are as follows:
Name Address
---- -------
Eileen M. Carrig c/o Kirkland & Ellis
153 East 53rd Street
39th Floor
New York, NY 10022
ARTICLE SIX
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The directors shall have the power to adopt, amend or repeal By-Laws,
except as may otherwise be provided in the By-Laws.
ARTICLE SEVEN
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The personal liability of the directors of the Corporation is hereby
eliminated to the permitted by Paragraph (7) of Subsection (b) of Section 102 of
the General Corporation Law of the State of Delaware, as the same may be amended
or supplemented.
ARTICLE EIGHT
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The Corporation expressly elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware.
ARTICLE NINE
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The Corporation reserves the right to amend or repeal any provisions
contained in this Certificate of Incorporation from time to time and at any time
in the manner now or hereafter prescribed by the laws of the State of Delaware,
and all rights conferred upon stockholders and directors are granted subject to
such reservation.
I, the undersigned, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation in pursuance of 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 this 8th day of October, 1997.
/s/ Eileen M. Carrig
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Eileen M. Carrig
Sole Incorporator