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EXHIBIT 3.9
CERTIFICATE OF INCORPORATION
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OF
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CENTENNIAL PUERTO RICO HOLDING CORP. II
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The undersigned, in order to form a corporation for the purpose hereinafter
stated, under and pursuant to the provisions of the General Corporation Law of
the State of Delaware, hereby certifies that:
1. The name of the Corporation is Centennial Puerto Rico Holding Corp. II
2. The registered office and registered agent of the Corporation is The
Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801.
3. 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.
4. The total number of shares of stock which the Corporation is authorized
to issue is one thousand (1,000) shares of common stock, par value $.01 each
("Common Stock").
5. The name and address of the incorporator is Aaron C. Kless, 425
Lexington Avenue, New York City, New York 10017.
6. The Corporation is to have perpetual existence.
7. The board of directors of the Corporation, acting by majority vote, may
alter, amend or repeal the By-laws of the Corporation.
8. Except as otherwise provided by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, 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.
Any repeal or modification of this Article Eighth by the stockholders of the
Corporation shall not adversely affect any right of protection of a director of
the Corporation existing at the time of such repeal or modification.
IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Incorporation on February 24, 2000.
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Aaron C. Kless
Sole Incorporator
