EXHIBIT 3.32(A)
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/18/1995
950159545 -- 2525165
CERTIFICATE OF INCORPORATION
OF
HERITAGE MINING COMPANY, INC.
ARTICLE ONE
-----------
The name of the corporation is Heritage Mining Company, Inc.
(hereinafter called the "Corporation").
ARTICLE TWO
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The address of the Corporation's registered office in the state of
Delaware as 1013 Centre Road, Wilmington, Delaware 19805, in the City of
Wilmington County of New Castle. The name of its registered agent at such
address is Corporation Service Company.
ARTICLE THREE
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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
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The total number of shares which the Corporation shall have the
authority to issue is One Hundred (100) shares, all of which shall be
shares of Common Stock, par value $.01 per share.
ARTICLE FIVE
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The name and mailing address of the incorporator are as follows:
Name Address
---- -------
Eileen C. McNamara c/o Kirkland & Ellis
153 East 53rd Street
39th Floor
New York, NY 10022
ARTICLE SIX
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The directors shall have the power to adopt, amend or repeal By-Laws,
except as may otherwise be provided in the By-Laws.
ARTICLE SEVEN
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The personal liability of the directors of the Corporation 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 or supplemented.
ARTICLE EIGHT
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The Corporation expressly elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.
ARTICLE NINE
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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 Incorporator 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 18th day of July, 1995.
/s/ Eileen C. McNamara
-------------------------------
Eileen C. McNamara
Sole Incorporator
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/07/1995
950286160 - 2525165
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
HERITAGE MINING COMPANY, INC.
The undersigned, being the President and Secretary, respectively, of
Heritage Mining Company, Inc., a corporation and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "Corporation"), do
hereby certify as follows:
1. That the Directors of the Corporation pursuant to a Written
Consent and in accordance with Sections 141(F) and 242 of the General
Corporation Law of the State of Delaware, adopted the resolution set
forth below proposing an amendment to the Certificate of Incorporation
of the Corporation (the "Amendment") and further directed that the
Amendment be submitted to the stockholders of the Corporation entitled
to vote thereon for their consideration and approval:
RESOLVED, that the Certificate of Incorporation of the
Corporation be amended by deleting Article First and creating a new
Article First to read as following (the "Amendment"):
"FIRST: The name of the corporation is Heritage Mining
Company (hereinafter called "the Corporation" or "this Corporation")."
2. That the Sole Stockholder of the Corporation, by written
consent, approved and adopted the Amendment in accordance with
Sections 228 and 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the undersigned, being the Vice President and
Secretary hereinabove named, for the purpose of amending the Certificate of
Incorporation of the Corporation pursuant to the General Corporation Law of the
State of Delaware, under penalties of perjury do each hereby declare and certify
that this is the act and deed of the Corporation and the facts stated herein are
true, and accordingly have hereunto signed this Certificate of Amendment to
Certificate of Incorporation this 4th day of December, 1995.
By: /s/ Michael A. Kafoury
---------------------------
Michael A. Kafoury
Secretary