EXHIBIT 3.121
CERTIFICATE OF INCORPORATION
OF
THOROUGHBRED MINING COMPANY
* * * * *
1. The name of the corporation is: THOROUGHBRED MINING COMPANY
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:
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:
Dollars ($ 10.00 ) amounting in the aggregate to One Thousand Dollars
and No Cents ($1,000.00).
5. The name and mailing address of each incorporator is as follow:
NAME MAILING ADDRESS
- ---- ---------------
Scott Sharp 1209 Orange Street
Wilmington, DE 19801
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:
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:00 PM 01/07/2002
020010301 - 3477608
NAME MAILING ADDRESS
---- ---------------
ROGER B. WALCOTT 701 Market Street
9th Floor
St. Louis, MO
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.
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 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 (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 7th day of January, 2002.
/s/ Scott Sharp
----------------------------------------
Scott Sharp Incorporator
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 01/22/2002
020039287 - 3477608
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
THOROUGHBRED MINING COMPANY
I, the undersigned, being the director of THOROUGHBRED MINING COMPANY,
a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware,
DO HEREBY CERTIFY:
FIRST: That Article 1 of the Certificate of Incorporation be and it
hereby is amended to read as follows:
"The name of the corporation is: PEABODY ENERGY INVESTMENTS, INC."
SECOND: That the corporation has not received any payment for any of
its stock.
THIRD: That the amendment was duly adopted in accordance with the
provisions of section 241 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, I have signed this certificate this 21st day of
January, 2002.
/s/ Roger B. Walcott
---------------------------
Roger B. Walcott, Jr.
Director