Document 99KDKVNDxeEr5xq1EDZzVaMLL

State of Delaware Office of the Secretary of State I . EDWARD J . FREEL. SECRETARY OF STATE OF THE ST, DELAWARE. DO HEREBY CERTIFY THE ATTACHED IS A TRUE AJ COPY OF THE CERTIFICATE OF INCORPORATION OF "NEWCO HOLDINGS. INC.", FILED IN THIS OFFICE ON THE SECOND DAY OF SEPTEMBER. A.D. 1987. AT 9 O'CLOCK A.M. Edward J. Freel, Secretary of State /L ' ' ^ FILED certificate of incorporation OF NEV.VO HOLDINGS, INC. The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 3 of the Delaware Code and the acts amendatory thereof and supplen.-ental thereto, and known, identified and referred to as the "General Corporation Law of the State of Delaware"), hereby certifies that: FIRST: The name of the corporation (hereinafter called the "corporation") is NEWCO HOLDINGS, INC. SECOND: The address, including street, number, city, .and county, of the registered office of the corporation in the State of Delaware is 229 South State Street, City of Dover, County of Ker.t; and the name of the registered agent of the corporation ir. the State of Delaware at such address is The Prentice-Hall Corporation System, Inc. 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). The -par value of each of such shares'is One Cent ($.01). All such shares are of one class and are shares of Common Stock. - FIFTH: The name and the mailing address cf the in corporator are as follows: NAME HAILING ADDRESS N. S. Truax 229 South State Street, Dover, Delaware 19901 ence. SIXTH: The corporation is to have perpetual exist SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them ar.d/or between this corporation and its stock holders or ar.v class of them, any court of equitable juris diction 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 cf section 291 of Title 8 of the Delaware Code or on the ap plication cf trustees in dissolution or of ar.y receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meet ing 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, ar.d/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise cr arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said com promise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be bir.dir.g on all the creditors or class of creditors, and/or on all the stockholders class of stockholders, of this corporation, as the case may be, and also on this cor poration. EIGHTH: For the management of the business and for the conduct- cf the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided: 1. The management of the business and the conduct cf the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-Lews. rne pnrase "whole Beard" and the phrase "total no.:ber of directors" shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.. 2. After the original or other By-Laws of the corporation have been adopted, amended, or 2- - repealed, as the case :oay be in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, 3fter the corporation has received any payment fcr any of its stock, the power to adopt, amend, or repeal the By-Laws of the corporation may be exercised by the Board of Directors of the cor poration; provided, however, that any provision for the classification of directors of the cor poration for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial ByLaw or in a By-Law adopted by the stockholders entitled to vote of the corporation unless pro visions for such classification shall be set forth in this certificate of incorporation. 3. whenever the corporation shall be au thorized to issue only one class of stock, each outstanding share shall entitle the holder there of to notice of, and the right to vote at, any meeting of stockholders. Whenever the corpora tion shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the previsions of paragraph (2) of subsection (b) of section 242 of the General Corporation Law of the State of Delaware shall otherwise require; pro vided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the .vu-ther of authorized shares of said class. NINTH; The personal liability of the directors of the corporatten is hereby eliminated to the fullest extent 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 and supplemented. TENTH: The'corforation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to in demnity under said section from and against any and all of the  expenses, liabilities or other matters referred to in cr covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders cr 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 to be a director, officer, employee or ager.and shall inure to the benefit of the heirs, executors and administrators of such a person. ELEVENTH: From time to time any of the provisions of this certincate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or insert ed in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH. Signed on September 2, 1987. Incorporator 4- -