Exhibit 3.6

                          CERTIFICATE OF INCORPORATION

                                       OF

                                AMR HOLDCO, INC.

          1. The name of the corporation is AMR HoldCo, Inc. (the
"Corporation").

          2. The address of the Corporation's registered office in Delaware is
2711 Centerville Road, Suite 400, Wilmington (New Castle County), Delaware
19808. Corporation Service Company is the Corporation's registered agent at that
address.

          3. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.

          4. The Corporation shall have authority to issue a total of 100 shares
of common stock of the par value of $0.01 per share.

          5. The name of the sole incorporator is Garth B. Thomas and his
mailing address is c/o Kaye Scholer LLP, 425 Park Avenue, New York, New York
10022.

          6. The Board of Directors shall have the power to make, alter or
repeal the by-laws of the Corporation.

          7. The election of the Board of Directors need not be by written
ballot.

          8. The Corporation shall indemnify to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware as amended from time to
time each person who is or was a director of the Corporation and the heirs,
executors and administrators of such a person.

          9. No director shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director for
any act or omission occurring subsequent to the date when this provision becomes
effective, except that he may be liable (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) under Section 174 of the Delaware General Corporation
Law or (iv) for any transaction from which the director derived an improper
personal benefit.

          10. Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction 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 Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under Section 279 of Title 8 of the Delaware Code order a
meeting 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, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

          11. The Corporation elects not to be governed by Section 203 of the
Delaware General Corporation Law.

Dated: December 29, 2004


                                        /s/ Garth B. Thomas
                                        ----------------------------------------
                                        Garth B. Thomas
                                        Sole Incorporator