**Exhibit 3.1**

 
|   | *State of Delaware*                 |
|--------|-------------------------------------|
|   | *Secretary of State*                |
|   | *Division of Corporations*          |
|   | *Delivered 08:10 PM 02/04/2004*     |
|   | *FILED 08:10 PM 02/04/2004*         |
|   | *SRV 040078941 – 3761795 FILE* |

 

**CERTIFICATE OF INCORPORATIONOFNES RENTALS HOLDINGS, INC.**

 

**ARTICLE ONE**

 

The name of the corporation is NES Rentals Holdings, Inc.

 

**ARTICLE TWO**

 

The address of its registered office in the State of Delaware isCorporation Trust Center, 1209 Orange Street, in the City of Wilmington, Countyof New Castle.  The name of itsregistered agent at such address is The Corporation Trust Company.

 

**ARTICLE THREE**

 

The nature of the business or purposes to be conducted or promoted isto engage in any lawful act or activity for which corporations may be organizedunder the General Corporation Law of the State of Delaware.

 

**ARTICLE FOUR**

 

(a)                                  Thetotal number of shares of stock which the corporation has authority to issue istwenty-five million (25,000,000) shares of Common Stock, par value one cent($0.01) per share.

 

(b)                                 Notwithstandinganything herein to the contrary, the Corporation shall not be authorized toissue non-voting equity securities of any class, series or other designation tothe extent prohibited by Section 1123(a)(6) of title 11 of the UnitedStates Code (the “Bankruptcy Code”); provided, however, that theforegoing restriction shall (i) have no further force and effect beyond thatrequired under Section 1123(a)(6) of the Bankruptcy Code, (ii) only havesuch force and effect for so long as such Section 1123(a)(6) is in effectand applies to the Corporation and (iii) be deemed void or eliminated ifrequired under applicable law.

 

**ARTICLE FIVE**

 

The name and mailing address of the sole incorporator are as follows:

 

Julia B. Dachs

Milbank, Twood, Hadley & McCloy LLP

601 South Figueron Street, 30th Floor

Los Angeles, CA 90017

 

**ARTICLE SIX**

 

The corporation is to have perpetual existence.

 

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**ARTICLE SEVEN**

 

In furtherance and not in limitation of the powers conferred bystatute, the board of directors of the corporation is expressly authorized to make,alter or repeal the by-laws of the corporation.

 

**ARTICLE EIGHT**

 

Meetings of stockholders may be held within or without the State ofDelaware, as the by-laws of the corporation may provide.  The books of the corporation may be keptoutside the State of Delaware at such place or places as may be designated fromtime to time by the board of directors or in the by-laws of thecorporation.  Election of directors neednot be by written ballot unless the by-laws of the corporation so provide.

 

**ARTICLE NINE**

 

To the fullest extent permitted by the General Corporation Law of theState of Delaware as the same exists or may hereafter be amended, a director ofthis corporation shall not be liable to the corporation or its stockholders formonetary damages for a breach of fiduciary duty as a director.  Any repeal or modification of thisARTICLE NINE shall not adversely affect any right or protection of adirector of the corporation existing at the time of such repeal or modification.

 

**ARTICLE TEN**

 

The corporation expressly elects to be governed by §203 of the GeneralCorporation Law of the State of Delaware.

 

**ARTICLE ELEVEN**

 

The corporation reserves the right to amend, alter, change or repealany provision contained in this certificate of incorporation in the manner nowor hereafter prescribed herein and by the laws of the State of Delaware, andall rights conferred upon stockholders herein are granted subject to thisreservation.

 

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, forthe purpose of forming a corporation pursuant to the General Corporation Law ofthe State of Delaware, do make this certificate, hereby declaring andcertifying that this is my act and deed and the facts stated herein are true,and accordingly have hereinto act my hand on the 4th day of February, 2004.

 

 
|   | /s/ Julia B. Dachs                |
|--------|-----------------------------------|
|   | Julia B. Dachs  Sale Incorporator |
|   |

 

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