Exhibit 3.1
Delaware
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “LL SERVICES INC.”, FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF NOVEMBER, A.D. 2009, AT 5:13 O’CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
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| | |  | | /s/ Jeffrey W Bullock |
4753488 8100 091017963 | | | Jeffrey W Bullock, Secretary of State AUTHENTICATION: 7642200 |
| You may verify this certificate online at corp.delaware.gov/authver.shtml | | | DATE: 11-16-09 |
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State of Delaware Secretary of State Division of Corporations Delivered 05:25 PM 11/13/2009 FILED 05:13 PM 11/13/2009 SRV 091017963 - 4753488 FILE | | | | |
CERTIFICATE OF INCORPORATION
OF
LL SERVICES INC.
ARTICLE ONE
The name of the corporation is LL Services Inc. (hereinafter called the “Corporation”).
ARTICLE TWO
The address of the Corporation’s registered office in the state of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.
ARTICLE THREE
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
The total number of shares which the Corporation shall have the authority to issue is One Thousand Shares (1,000), all of which shall be shares of Common Stock, with a par value of One Cent ($0.01) per share.
ARTICLE FIVE
The name and mailing address of the incorporator is as follows:
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Name | | Address |
| David N. Britsch | | c/o Kirkland & Ellis LLP 153 E. 53rd Street, 39th Floor New York, NY 10022 |
ARTICLE SIX
The directors shall have the power to adopt, amend or repeal By-Laws, except as may be otherwise be provided in the By-Laws.
ARTICLE SEVEN
The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.
ARTICLE EIGHT
To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of thisARTICLE EIGHT shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
ARTICLE NINE
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 incorporated 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 13th day of November, 2009.
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| By: | | /s/ David N. Britsch |
| | David N. Britsch, Sole Incorporator |
