CERTIFICATE OF INCORPORATION
OF
AVALON ACQUISITION CORP.
(Pursuant to Section. 101 and 102 of the
General Corporation Law of the State of Delaware)
The undersigned, in order to form a corporation pursuant to
Sections 101 and 102 of the General Corporation Law of the State of Delaware,
does hereby certify as follows:
FIRST: The name of the corporation (the "Corporation") is
Avalon Acquisition, Corp.
SECOND: The address of the Corporation's registered office in
the State of Delaware is Corporation Trust Center, 1209 Orange Street, New
Castle County, Wilmington, Delaware 19801. The name of the registered agent of
the Corporation in the State of Delaware 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.
FOURTH: The total number of shares of capital stock which the
Corporation shall have the authority to issue is 1,000 shares of common stock,
par value $0.01 per share.
FIFTH: The name and mailing address of the sole incorporator
is as follows:
NAME ADDRESS
Rishi A. Varma c/o Rosenman & Colin LLP
575 Madison Avenue
New York, NY 10022-2585
SIXTH: The board of directors of the Corporation shall have
the power to adopt, amend and repeal the bylaws or the Corporation.
SEVENTH: Election of directors need not be by written ballot.
EIGHTH: No director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director; provided, however, that nothing in this Article
EIGHTH shall eliminate or limit the liability of any director (i) for 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
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. Neither the amendment nor repeal of this
Article EIGHTH, nor the adoption of any provision of the Certificate of
Incorporation inconsistent with this Article EIGHTH shall eliminate or reduce
the effect of this Article EIGHTH in respect of any matter occurring, or any
cause of action, suit or claim that, but for this Article EIGHTH, would accrue
or arise, prior to such amendment, repeal or adoption of an inconsistent
provision.
NINTH: The Corporation shall, to the fullest extent permitted
by the provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may by amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all expenses, liabilities, or other matters referred to in or
covered by said section, and the indemnification provided for herein shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his original capacity and as to
action in another capacity while holding such office, and shall continue as to
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
IN WITNESS WHEREOF, I have hereunto signed my name and affirm,
under penalty of perjury, that this Certificate is my act and deed and that the
facts stated herein are true this 29th day of April 1998.
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Rishi A. Varma
Sole Incorporator
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