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EXHIBIT 3.5
CERTIFICATE OF INCORPORATION
OF
ONE THOUSAND REALTY & INVESTMENT COMPANY
THE UNDERSIGNED, being a natural person for the purpose of organizing
a corporation under the General Corporation Law of the State of Delaware, hereby
certifies that:
FIRST: The name of the Corporation (which is hereinafter referred to
as the "Corporation") is: "One Thousand Realty & Investment Company."
SECOND: The address of the registered office of the Corporation in the
State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, City
of Wilmington, County of New Castle, State of Delaware. The name of the
registered agent of the Corporation in the State of Delaware at such address is
The Corporation Trust Company.
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, as from time to time amended (the
"DGCL"). The Corporation shall have all powers that may now or hereafter be
lawful for a corporation to exercise under the DGCL.
FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is 30,000, all of which shares, with
the par value of $1.00 per share, shall be designated Common Stock.
FIFTH: The name and mailing address of the incorporator are Stephen
M. Besen, Esq., c/o Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New
York 10153.
SIXTH: In furtherance and not in limitation of the powers conferred by
law, subject to any limitations contained elsewhere in this Certificate of
Incorporation, the by-laws of the Corporation may be adopted, amended or
repealed by a majority of the Board of Directors of the
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Corporation, but any by-laws adopted by the Board of Directors may be amended or
repealed by the stockholders entitled to vote thereon. Election of directors
need not be by written ballot.
SEVENTH: (a) RIGHT TO INDEMNIFICATION. Each person who was or is made
a party or is threatened to be made a party to or is involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that such person, or a person of whom such person is the legal
representative, is or was a director or officer of the Corporation or, while a
director or officer of the Corporation is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust of other enterprise, including service
with respect to employee benefit plans, shall be indemnified and held harmless
by the Corporation to the fullest extent authorized by the DGCL, as the same
exists or may hereafter be amended, against all expense, liability and loss
(including attorneys' fees, judgment, fines, amounts paid or to be paid in
settlement, and excise taxes or penalties arising under the Employee Retirement
Income Security Act of 1974, as in effect from time to time) reasonably incurred
or suffered by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director or officer, and
shall inure to the benefit of such person's heirs, executors and administrators;
PROVIDED, HOWEVER, that, except as provided in paragraph (b) of this Article,
the Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors. The
right to indemnification conferred in this Article shall be a contract right and
shall include the right to have the Corporation pay the expenses incurred in
defending any such proceeding in advance of its final disposition; any advance
payments to be paid by the Corporation within 20 calendar days after the receipt
by the Corporation of a statement or statements from the claimant requesting
such advance or advances from time to time; PROVIDED, HOWEVER, that, if and to
the extent the DGCL requires, the payment of such expenses incurred by a
director or officer in advance of the final disposition of a proceeding shall be
made only upon delivery to the Corporation of an undertaking, by or on behalf of
such director of officer, to repay all amounts so
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advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal that such director or officer is not
entitled to be indemnified under this Article or otherwise. The Corporation may,
to the extent authorized from time to time by the Board of Directors, grant
rights to indemnification, and rights to have the Corporation pay the expenses
incurred in defending any proceeding in advance of its final disposition, to any
employee or agent of the Corporation to the fullest extent of the provisions of
this Article with respect to the indemnification and advancement of expenses of
directors and officers of the Corporation.
(b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under section (a) of
this Article is not paid in full by the Corporation within 30 calendar days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standard of
conduct which makes it permissible under the DGCL for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because the claimant has met the applicable standard of conduct set forth in the
DGCL, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
(c) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article Seventh shall not be exclusive of any
other right which any person (including, without
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limitation, any person other than an officer or director of the Corporation) may
have or hereafter acquire under any statute, provision of this Certificate of
Incorporation, By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise. No repeal, modification or amendment of, or adoption of
any provision inconsistent with, this Article Seventh, or, to the fullest extent
permitted by applicable law, any modification of law, shall in any way diminish
or adversely affect the rights of any director or officer of the Corporation
hereunder in respect of any occurrence or matter arising prior to any such
repeal, amendment, adoption or modification.
(d) INSURANCE. The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the DGCL.
(e) SEVERABILITY. If any provision of this Article Seventh shall be
held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the
validity, legality and enforceability of the remaining provisions of this
Article (including, without limitation, each portion of any paragraph of this
Article containing any such provision held to be invalid, illegal or
unenforceable, that is not itself held to be invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and (2) to the fullest
extent possible, the provisions of this Article (including, without limitation,
each such portion of any paragraph of this Article containing any such provision
held to be invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable.
EIGHTH: No director of the Corporation shall be personally liable to
the Corporation or any stockholder for monetary damages for breach of fiduciary
duty as a director, except for any matter in respect of which such director
shall be liable under Section 174 of Title 8 of the Delaware Code (relating to
the DGCL) or any amendment thereto or successor provision thereto or shall be
liable by reason that, in addition to any and all other requirements for such
liability, such director (i) shall have breached that duty of loyalty to the
Corporation or its stockholders, (ii) shall
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not have acted in good faith or, in failing to act, shall not have acted in good
faith, (iii) shall have acted in a manner involving intentional misconduct or a
knowing violation of law or, in failing to act, shall have acted in a manner
involving intentional misconduct or a knowing violation of law or (iv) shall
have derived an improper personal benefit. Neither the amendment nor repeal of
this Article nor the adoption of any provision of this Certificate of
Incorporation inconsistent with this Article, shall eliminate or reduce the
effect of this Article in respect of any matter occurring, or any cause of
action, suit, or claim that, but, for this Article would accrue or arise, prior
to such amendment, repeal or adoption of an inconsistent provision. If the DGCL
is amended after approval by the stockholders of this Article Eighth to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the DGCL as so
amended.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Incorporation on this 2nd day of October, 1998.
/s/ Stephen M. Besen
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Stephen M. Besen
Sole Incorporator
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