CERTIFICATE OF INCORPORATION
OF
AEI HOLDING COMPANY, INC.
1. Name. The name of the Corporation shall be AEI Holding Company, Inc.
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2. Registered Office and Agent. The Corporation's registered office in
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the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of Newcastle. The name of its registered agent at
such address is The Corporation Trust Company.
3. Purpose. The nature of the business or purposes to be conducted or
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promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
4. Capital Stock. The total number of shares of stock which the
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Corporation shall have authority to issue is One Thousand (1,000) and the par
value of each such shares is Zero Dollars and One Cent ($0.01) amounting in the
aggregate to Ten Dollars and No Cents ($10.00).
5. Bylaws. The board of directors is authorized to make, alter or repeal
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the bylaws of the Corporation.
6. Cumulative Voting. Cumulative voting shall not be allowed in the
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election of directors.
7. Incorporator. The name and mailing address of the sole incorporator
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is:
L. J. Vitalo
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
8. Director Liability. No director shall be personally liable to the
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Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director. Notwithstanding the foregoing sentence, a
director shall be liable, to the extent provided by applicable law, (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) as provided in Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal
benefit. No amendment to or repeal of this provision shall apply to or have any
effect on the liability of any director of the Corporation for or with respect
to any acts or omissions of such director occurring before such amendment.
9. Indemnification. Each person who is or becomes an executive officer or
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director of the Corporation shall be indemnified and advanced expenses by the
Corporation with respect to all threatened, pending or completed actions, suits
or proceedings in which that person was, is, or is threatened to be made a named
defendant or respondent because he is or was a director or executive officer of
the Corporation. This Article obligates the Corporation to indemnify and
advance expenses to its executive officers or directors only in connection with
proceedings arising from that person's conduct in his official capacity with the
Corporation to the extent permitted by the General Corporation Law of the State
of Delaware, as amended from time to time. The indemnification and advancement
of expenses provided by this Article shall not be deemed exclusive of any other
rights to which directors and executive officers may be entitled under any
agreement, vote of shareholders or disinterested directors, or otherwise.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this ___th day of September, 1997.
/s/ L. J. VITALO
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Sole Incorporator
L. J. Vitalo
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