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EXHIBIT 3.4
CERTIFICATE OF INCORPORATION
OF
NSP HOLDINGS CAPITAL CORP.
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ARTICLE ONE
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The name of the corporation is NSP Holdings Capital Corp.
ARTICLE TWO
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The address of the corporation's registered office in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE THREE
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The nature of the business or purposes to be conducted or
promoted 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.
ARTICLE FOUR
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The total number of shares of stock which the corporation
has authority to issue is 1,000 shares of Common Stock, with a par value of
$.01 per share.
ARTICLE FIVE
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The name and mailing address of the sole incorporator are as
follows:
NAME MAILING ADDRESS
Jamie E. Jedras c/o Kirkland & Ellis
200 E. Randolph Drive, 58th Floor
Chicago, Illinois 60601
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ARTICLE SIX
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The corporation is to have perpetual existence.
ARTICLE SEVEN
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In furtherance and not in limitation of the powers conferred
by statute, the board of directors of the corporation is expressly authorized
to make, alter or repeal the by-laws of the corporation.
ARTICLE EIGHT
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Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws of the corporation may provide. The books
of the corporation may be kept outside the State of Delaware at such place or
places as may be designated from time to time by the board of directors or in
the by-laws of the corporation. Election of directors need not be by written
ballot unless the by-laws of the corporation so provide.
ARTICLE NINE
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To the fullest extent permitted by the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended,
a director of this corporation shall not be liable to the corporation or its
stockholders for monetary damages for a breach of fiduciary duty as a
director. Any repeal or modification of this ARTICLE NINE shall not adversely
affect any right or protection of a director of the corporation existing at
the time of such repeal or modification.
ARTICLE TEN
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The corporation expressly elects not to be governed by
Section 203 of the General Corporation Law of the State of Delaware.
ARTICLE ELEVEN
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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 herein and by the laws of the State of
Delaware, and all rights conferred upon stockholders herein are granted
subject to this reservation.
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I, THE UNDERSIGNED, being the sole 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 stated
herein are true, and accordingly have hereunto set my hand on the 13th day of
December, 2004.
/s/ Jamie E. Jedras
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Jamie E. Jedras, Sole Incorporator
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