EXHIBIT 3
CERTIFICATE OF INCORPORATION
OF
NICKEL ACQUISITION CORP.
under
Section 402 of the Business Corporation Law
I, Erik R. Tavzel, being a natural person over the age of 18 years,
for the purpose of forming a corporation pursuant to Section 402 of the Business
Corporation Law of the State of New York (the "Business Corporation Law"), do
hereby certify as follows:
ARTICLE FIRST
The name of the corporation (the "Corporation") is Nickel Acquisition
Corp.
ARTICLE SECOND
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Business Corporation
Law; provided, however, that the Corporation is not formed to engage in any act
or activity requiring the consent or approval of any state official, department,
board, agency or other body without such consent or approval first being
obtained.
ARTICLE THIRD
The office of the Corporation in the State of New York is to be
located in the County of New York, State of New York.
ARTICLE FOURTH
The aggregate number of shares which the Corporation shall have
authority to issue shall be 100 shares of Common Stock, par value $.01 per
share.
<PAGE>
2
ARTICLE FIFTH
The Secretary of State of the State of New York is designated as agent
of the Corporation upon whom process against the Corporation may be served. The
post office address to which the Secretary of State shall mail a copy of any
process against the Corporation served upon him is: Corporation Service Company,
80 State Street, Sixth Floor, Albany, New York 12207-2543.
ARTICLE SIXTH
The Corporation's registered agent shall be Corporation Service
Company (the "Registered Agent"). The Registered Agent's address is: 80 State
Street, Sixth Floor, Albany, New York 12207-2543. The Registered Agent is the
agent of the Corporation upon whom process against it may be served.
ARTICLE SEVENTH
Pursuant to Section 402(b) of the Business Corporation Law, the
personal liability of the Corporation's directors to the Corporation or its
shareholders for damages for any breach of duty in such capacity shall be
eliminated to the fullest extent permitted by the Business Corporation Law, as
such exists on the date hereof or as such may hereafter be amended. No amendment
to or repeal of this Article SEVENTH shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
IN WITNESS WHEREOF, I have executed this Certificate of Incorporation
this 20th day of December, 2000.
/s/ Erik R. Tavzel
------------------------------
Erik R. Tavzel
Sole Incorporator
Mailing Address:
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
<PAGE>
3
ACKNOWLEDGMENT
STATE OF NEW YORK, )
) ss.:
COUNTY OF NEW YORK, )
On this 20th day of December, 2000, personally came before me Erik R.
Tavzel, a person known to me to be the person who executed the foregoing
Certificate of Incorporation, and he acknowledged that he signed said
Certificate of Incorporation and acknowledged the same as his free act and deed.
Given under my hand and seal the day and year first above written.
/s/ Pamela Warner
------------------------------
Notary Public
