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Exhibit 3.3
FORM OF RESTATED CHARTER OF PEN COAL CORPORATION
(f/n/a P & C "BITUMINOUS COAL", INC.)
Pursuant to the provisions of Section 48-20-107 of the Tennessee
Business Corporation Act, the undersigned corporation adopts the following
restated charter:
1) The name of the corporation is Pen Coal Corporation (f/n/a P & C
"Bituminous Coal", Inc.).
2) The number of shares the corporation is authorized to issue is
10,000 shares.
3) The street address and zip code of the corporation's initial
registered office, the county in which the office is located, and
the name of its initial registered agent at that office is:
David G. Gray
Vice President & General Counsel
3rd Floor - Center Court Bldg.
5110 Maryland Way
Brentwood, Tennessee 37027
County of Williamson
4) The address of the principal office of the corporation is:
3rd Floor - Center Court Bldg.
5110 Maryland Way
Brentwood, Tennessee 37027
5) There shall be issued only one class of shares, all of which
shall have unlimited voting rights and which shall be entitled to
receive the net assets of the corporation upon dissolution.
6) The corporation is for profit.
7) The purposes for which the corporation is organized are to carry
on and conduct a general agency business in this country and
abroad. To acquire, purchase, lease, option, own, sell and
mortgage coal lands, or supposed coal lands or mineral estates;
to buy and sell real estate; to prospect for coal and mine coal
and other minerals for mineral products, and, generally, to
import and export and deal in the market in coal of all kinds; to
purchase, acquire and contract all kinds of machinery, buildings,
cars and appliances for mining and marketing coal; to construct
and operate railways and tramways for mining and moving coal; and
to build and lease houses for the use of miners. To carry on its
own name or through subsidiaries the business of receiving,
loading, unloading, delivering, weighing, testing, gauging, and
measuring coal destined for, or
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unloaded from, steam vessels, ships, and every other kind of
water craft and cargo container; to perform in connection,
therewith, services ordinarily performed by stevedores, tally and
dock clerks. To issue and take receipt for such goods as
Principle, Agent or otherwise; or otherwise acquire, operate and
control in its name, or through subsidiary companies wharves,
docks, piers, slips, bulkheads, jetties or other wharf or storage
property and, in general, to do the business of dock or terminal
company and any and all acts that may be necessary, convenient,
or pertinent to any one of the above mentioned objects.
8) Other Provisions
a. The shareholders in this corporation shall have preemptive
rights with respect to the issuance of stock unless such
right is waived in writing.
b. The right to fill vacancies in the Board of Directors is
reserved to the shareholders.
c. The right to amend the Charter or the Corporate By-Laws is
reserved to the shareholders.
9) To the fullest extent permitted by the Tennessee Business
Corporation Act, a Director of the Company shall not be liable to
the company or its shareholders for monetary damages for breach
of fiduciary duty as a Director. If the Tennessee Business
Corporation Act is amended after approval by the shareholders of
this provision to authorize corporate action, further eliminating
or limiting the personal liability of Directors, then the
liability of a Director of the company shall be eliminated or
limited to the fullest extent permitted by the Tennessee Business
Corporation Act as so amended from time to time.
10) The corporation shall, to the maximum extent permitted by the
Tennessee Business Corporation Act, have power to indemnify each
of its Agents against expenses, judgments, fines, settlements and
other amounts actually and reasonably incurred in connection with
any proceeding arising by reason of the fact that any such person
is or was an agent of the corporation and shall have power to
advance to each such agent expenses incurred in defending any
such proceeding to the maximum extent permitted by that law. For
the purposes of this section an "Agent" of the corporation
includes any person who is or was a Director, Officer, Employee
or other 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, or was a Director, Officer, Employee or
Agent of a corporation which was a predecessor corporation of the
Corporation or of another enterprise serving at the request of
such predecessor corporation.
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