STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 02:30 PM 07/18/1992 751199007 - 2268758¶
CERTIFICATE OF INCORPORATION¶
OF¶
HYPERION AIR , INC.¶
The undersigned, a natural person, for the purpose of arganizing a corporation for conducting the husiness and promoting the purposes bereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Cule and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law ill the State of Delaware®), hereby certifies that:¶
FIRST: The name of the corporation (hersinalter called the “corporation”) is HYPERION AIR, INC.¶
SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 32 Lovekerman Square, Suite L-100, City of Dover, County of Kent; and the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc.¶
THIRD: The purpose of the corporation is to engage in any lawful act ur activity for which corporations may be organized under the General Corporation Law of the State of Delawure.¶
FOURTH: The total number of shares of stock which the corporation shall have authority to issue is one thousand five hundred. The par value of each of such shares is one tenth of a mill. All such shares are of one class and are shares of Common Sinck.¶
FIFTH: The name and the mailing address of the incurporator are as follows:¶
NAME¶
MAILING ADDRESS¶
PHC B/ BFBC I AL BERVICES¶
Athena Togias¶
SIXTH: The corporation is to have perperual existence.¶
66-82 273 7634¶
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Confidential Treatment Requested by JPMorgan Chase¶
JPM-SDNY-00001788¶
2002 22 20 2 FAX 2 2 250 2 22¶
611356119-88¶
SEVENIH: Whenever a compromise or arrangement is proposed hotween this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the upplication in a summery way of this corporation ur of any ereditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of $ 291 of Title 8 of the Delaware Cude or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of $ 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the saki court directs. If a majority in number representing three fourths in value of the crediturs or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganiration of this corporation as consequence of such compromise or arrangement, the said cumpromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, he binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the ease may be, and also on this corporation.¶
EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stuckholders or any class thereof, as the case may be, it is further provided:¶
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The mauagement of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by. or in the manner provided in, the Bylaws. The phrass “whole Board” and the phrase “lotal number of directors” shall be dcemed to have the sume meaning to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballor.
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After the original or other Bylaws of the cosporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of § 109 of the General Corporation Law of the Stato of Delaware. and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, lowever, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an
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14:15 PAGB/EPRCIAL BEAULCER 10-01-66 DD-12 778 7600 r. 8 - -24 ﻋﻠﻴﺔ -1700006 12 60 FAX 212 750 2408 RYSG LIC¶
500/800 5¶
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initial Bylaw or in a Bylaw adopted by the stockhoncis entitled to vole of the corporation unless provision Int such aura-tuition shall be set forth in this certificate of incorporation.¶
- Whenever the cosputadoe shall he authorized to issue only Oft deli of stock, each outstanding shore shall entitle the holster thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to Issue more than one etas of stock, oo outstanding share of any class of stock which Is denied voting power under the provisions of the tertifiate Of incorporation shall entitle the holder thereof to the right to vote at any mating of stodhokkrt except as the provisions of parapaph (2) of subsection (b) of I 242 of the General Corporation tin of the Stale of Delaware shall otherwise require; provided, that nu share of say such class which is otherwise denied voting power shall entitle the bolder Mean to vow upon the increase or decrease in the number of authorised shares of said dash.
The personal liability of the directors of the unpmation is hereby elim inated to the fullest extent perrnilled by the Pliwilions of paragraph (7) of sahsceoun (b) off Del of the Genera/ Curptxation Law of the State of Delaware, as the same may be amended and supplemented.¶
TENTH; The corporation shall. to the fullest extent permitted by the catrekinnt off 145 of the General Corporation Law of the State of Delaware, u the tame may he amended and supplemented. indemnify any and ell persons whom it shall bin power to Indemnify under said tatiOn from arid against wry and all of the wean. liabilities, or other matters referred to in or coveted by sod section, nod the todentralcauiun provided for herein shall not be deemed reclusive of ern other rights to which Own indemnified may be entitled under any Bylaw. agreement, rote of stockhoWtm or disinterested directors or otherwise. both as to salon at Mt official capacity and 06 to action in soothes capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the helm execulon, and edwrisistralors of rich a person¶
£LaUrnt; From time to tkne any of the provisions of dos certificate of incorporation may be amc tided. altered, ot repealed. end other provisions authorised by the Ins of the State of Delaware at the lime in force may be added or Inserted to the mom/ and at the dine ptescribed by said Len and all rights at soy time coedeired upon the stockholders of the corporation by this WI Sate of incurpotadon me granted subject to the prcarlsions of this Article al tVENTH.¶
JPM-SDNY-00001791¶