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EXHIBIT 3.1(h)
CERTIFICATE OF INCORPORATION
OF
ABN INVESTMENTS INC.
(PURSUANT TO SECTION 102
OF THE DELAWARE GENERAL CORPORATION LAW)
THE UNDERSIGNED, in order to form a corporation for the
purposes hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, does hereby certify as follows:
FIRST: The name of the Corporation is ABN Investments Inc.
SECOND: The address of its registered office in the State of
Delaware is c/o Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801, county of New Castle. The name of its registered agent 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.
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FOURTH: The total number of shares which the Corporation is
authorized to issue is 10 shares of Common Stock all of which are to have a par
value of one dollar ($1.00) per share.
FIFTH: The name and mailing address of the sole incorporator
are:
Ross Kaufman, Esq.
Coudert Brothers
1114 Avenue of the Americas
New York, New York 10036-7794
SIXTH: For the management of the business and for the conduct
of the affairs of the Corporation, and in further definition, limitation and
regulation of the powers of the Corporation, its directors and its stockholders,
it is further provided that (a) the Board of Directors of the Corporation is
expressly authorized and empowered to adopt, amend or repeal by-laws subject to
the power of the stockholders to amend or repeal by-laws made by the Board of
Directors and (b) elections of directors of the Corporation need not be by
written ballot.
SEVENTH: To the full extent permitted by law, the Corporation
shall (a) indemnify any person or such person's heirs, distributees, next of
kin, successors, appointees, executors, administrators, legal representatives or
assigns who was or is a party or is threatened to be made a party to any
threatened, pending or completed
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action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, domestic or
foreign, against expenses, attorneys' fees, court costs, judgments, fines,
amounts paid in settlement and other losses actually and reasonably incurred by
such person in connection with such action, suit or proceeding and (b) advance
expenses incurred by an officer or director in defending such civil or criminal
action, suit or proceeding to the full extent authorized or permitted by the
laws of the State of Delaware upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized by Section 145 of the Delaware General Corporation Law.
EIGHTH: A director shall have no personal liability to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that the foregoing provision shall not
eliminate the liability of a director (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) for any transaction from which the
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director derived an improper personal benefit or (iv) under Section 174 of the
General Corporation Law of the State of Delaware.
NINTH: 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 the provisions of 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 the provisions of 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 a 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
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the creditors or class of creditors, and/or on all the stockholders or class of
stockholders, as the case may be, and also on this Corporation.
TENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation in
the manner now or hereafter prescribed by law, and all rights and powers
conferred herein on stockholders, directors, officers or others are subject to
this reserved power.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th day
of June, 1993.
/s/ Ross Kaufman
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Ross Kaufman
Incorporator