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EXHIBIT 3.7
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
HOLBERG REAL ESTATE, INC.
Holberg Real Estate, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That by the unanimous written consent of the members of
the Board of Directors of Holberg Real Estate, Inc., resolutions were duly
adopted setting forth a proposed amendment of the Certificate of Incorporation
of said corporation and declaring said amendment to be advisable. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing Article 1 so that, as
amended said Article shall read as follows:
The name of the corporation (which is hereinafter
referred to as the "Corporation") is:
APCOA Capital Corporation
SECOND: That in lieu of a meeting and vote of stockholders,
the stockholders of the corporation have given unanimous written consent to said
amendment in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.
THIRD: That the amendment was duly adopted in accordance with
the provisions of Sections 228 and 242 of the General Corporation Law of the
State of Delaware.
FOURTH: That the capital of said corporation shall not be
reduced under or by reason of said amendment.
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IN WITNESS WHEREOF, said Holberg Real Estate, Inc. has caused
this certificate to be signed by its President, and attested by its Secretary,
this 10th day of March 1993.
BY: ____________________________________
President
ATTEST: _________________________________
Secretary
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CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
AM GROUP II, INC.
AM Group II, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: That by the unanimous written consent of the members of
the Board of Directors of AM Group II, Inc., resolutions were duly adopted
setting forth a proposed amendment of the Certificate of Incorporation of said
corporation and declaring said amendment to be advisable. The resolution setting
forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing Article 1 so that, as
amended said Article shall read as follows:
The name of the corporation (which is hereinafter
referred to as the "Corporation") is:
Holberg Real Estate, Inc.
SECOND: That in lieu of a meeting and vote of stockholders,
the stockholders of the corporation have given unanimous written consent to said
amendment in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.
THIRD: That the amendment was duly adopted in accordance with
the provisions of Sections 228 and 242 of the General Corporation Law of the
State of Delaware.
FOURTH: That the capital of said corporation shall not be
reduced under or by reason of said amendment.
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IN WITNESS WHEREOF, said AM Group II, Inc. has caused this
certificate to be signed by its President, and attested by its Secretary, this
6th day of January, 1992.
BY: /s/ G. Walter Stuelpe
-------------------------------
G. Walter Stuelpe, Jr.
President
ATTEST: /s/ Robert N. Sacks
---------------------------
Robert N. Sacks
Secretary
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CERTIFICATE OF INCORPORATION
OF
AM GROUP II, INC.
I, the undersigned, for the purpose of incorporating and
organizing a corporation under the General Corporation Law of the State of
Delaware, do hereby execute this Certificate of Incorporation and do hereby
certify as follows:
ARTICLE I
The name of the corporation (which is hereinafter referred to as the
"Corporation") is: AM Group II, Inc.
ARTICLE II
The address of the Corporation's registered office in the
State of Delaware is The Corporation Trust Center, 1209 Orange Street in the
City of Wilmington, County of New Castle. The name of the Corporation's
registered agent at such address is The Corporation Trust Company.
ARTICLE III
The purpose of the Corporation shall be to engage in any
lawful act or activity for which corporations may be organized and incorporated
under the General Corporation Law of the State of Delaware.
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ARTICLE IV
SECTION 1. The Corporation shall be authorized to issue 1000 shares of
capital stock, of which 500 shares shall be shares of Common Stock, $.01 par
value ("Common Stock"), and 500 shares shall be shares of Preferred Stock, $.10
par value ("Preferred Stock").
SECTION 2. Shares of Preferred Stock may be issued from time to time in
one or more series. The Board of Directors of the Corporation (hereinafter
referred to as the "Board") is hereby authorized to fix the voting rights, if
any, designations, powers preferences and the relative, participation, optional
or other rights, if any, and the qualifications, limitations or restrictions
thereof, of any unissued series of Preferred Stock; and to fix the number of
shares constituting such series, and to increase or decrease the number of
shares of any such series (but not below the number of shares thereof then
outstanding).
SECTION 3. Except as otherwise provided by law or by the resolution or
resolutions adopted by the Board designating the rights, powers and preferences
of any series of Preferred Stock, the Common Stock shall have the exclusive
right to vote for the election of directors and for all other purposes. Each
share of Common Stock shall have one vote, and the Common Stock shall vote
together as a single class.
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ARTICLE V
Unless and except to the extent that the By-Laws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot.
ARTICLE VI
In furtherance and not in limitation of the powers conferred by law,
the Board is expressly authorized and empowered to make, alter and repeal the
By-Laws of the Corporation by a majority vote at any regular or special meeting
of the Board or by written consent, subject to the power of the stockholders of
the Corporation to alter or repeal any By-Laws made by the Board.
ARTICLE VII
The Corporation reserves the right at any time from time to time to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and any other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the right reserved in this
Article.
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ARTICLE VIII
SECTION 1. Elimination of Certain Liability of Directors. A director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (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.
SECTION 2. Indemnification and Insurance.
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 action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or 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 or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be
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amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) 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, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that, except
as provided in paragraph (b) hereof, 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. The right to indemnification conferred in this Section
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the Delaware General
Corporation Law requires, the payment of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) 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
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may, by action of the Board,
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provide indemnification to employees and agents of the Corporation with the same
scope and affect as the foregoing indemnification of directors and officers.
b. Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Section 5 is not paid in full by the Corporation within thirty 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 standards of conduct which make
it permissible under the Delaware General Corporation Law 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 he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, 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.
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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 Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, By-law, agreement, vote of stockholders or
disinterested directors or otherwise;
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 Delaware General Corporation Law.
ARTICLE IX
The name and mailing address of the incorporator is Adam O.
Emmerich, Esq., c/o Wachtell, Lipton, Rosen & Katz, 299 Park Avenue, New York,
New York 10171.
IN WITNESS WHEREOF, I, the undersigned, being the incorporator
hereinbefore named, do hereby further certify that the facts hereinabove stated
are truly set forth and, accordingly, I have hereunto set my hand this 13th day
of November, 1990.
________________________________
Adam O. Emmerich
Incorporator
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