**Exhibit 3.1(a)**

 

CERTIFICATE OF INCORPORATION 

OF 

NORTH ATLANTIC HOLDING COMPANY, INC. 

 

THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the General Corporation Law of theState of Delaware, hereby certifies that: 

 

ARTICLE 1.

 

NAME 

 

The name of the corporation is North Atlantic Holding Company, Inc. (the“Corporation”). 

 

ARTICLE 2. 

 

REGISTERED OFFICE 

 

The address of the registered office of the Corporation in the State ofDelaware is 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801. The name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company. 

 

ARTICLE 3. 

 

PURPOSES 

 

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 theState of Delaware, as from time to time amended (the “DGCL”). 

 

ARTICLE 4. 

 

CAPITAL STOCK

 

4.1 Total Authorization. The Corporation shall have authority to issueOne Million Two Hundred Fifty Thousand (1,250,000) shares of capital stock which shall be divided into classes of voting common stock and preferred stock as follows: 

 

(a) One Million (1,000,000) shares of voting common stock, par value $.01 per share (“CommonStock”). 

 

(b) Two Hundred Fifty Thousand (250,000) shares of preferred stock, par value $.01 pershare (“Preferred Stock”). 

 

4.2 GeneralProvisions. Except as otherwise provided by law, the shares of stock of the Corporation, regardless of class, may be issued by the Corporation from time to time in such amounts, for such consideration and for such corporate purposes as the Boardof Directors may from time to time determine. 

 

4.3 VotingPowers. 

 

(a) General. Subject tothe provisions of applicable law or of the By-laws with respect to the closing of the transfer books or the fixing of a record date for the determination of stockholders entitled to vote, and except as otherwise provided by law or by the resolutionor resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall exclusively possess the voting power for the election of directors and for all other purposes, each holder of record ofshares of Common Stock being entitled to one vote for each share of Common Stock standing in his name on the books of the Corporation. 

 

(b) Increase in Common Stock. The authorized number of shares of Common Stock may be increased or decreased (but not below thenumber of shares then outstanding) upon the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote. 

 

4.4 Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series of any number of shares as may be determinedfrom time to time by the Board of Directors, provided that the aggregate number of shares issued and not cancelled of any and all such series shall not exceed the total number of shares of Preferred Stock authorized by this Certificate ofIncorporation. 

 

Each series of Preferred Stock shall bedistinctly designated. Except in respect of the particulars fixed for series by the Board of Directors as permitted hereby, all shares shall be alike in every particular, except that shares of any one series issued at different times may differ asto the dates from which dividends thereon shall be cumulative. The voting powers, if any, of each such series and the preferences and relative, participating, optional and other special rights of each such series and the qualifications, limitationsand restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and the Board of Directors is hereby expressly granted authority to fix, in the resolution or resolutions providing for the issue of aparticular series of Preferred Stock, the voting powers, if any, of each such series and the designations, preferences and relative, participating, optional and other special rights of each such series and the qualifications, limitations andrestrictions thereof to the full extent now or hereafter permitted by this Certificate of Incorporation and the laws of the State of Delaware. 

 

2 

ARTICLE 5. 

 

SOLE INCORPORATOR 

 

The name and mailing address of the incorporator are David E. Zeltner, c/o Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153.

 

ARTICLE 6. 

 

BY-LAWS 

 

In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in thisCertificate of Incorporation, by-laws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation, but any by-laws adopted by the Board of Directors may be amended or repealed by the stockholdersentitled to vote thereon. Election of Directors need not be by written ballot. 

 

ARTICLE 7. 

 

INDEMNIFICATION

 

7.1 Director’s Liability. A director of theCorporation shall not be personally liable either to the Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or itsstockholders, or (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8of the DGCL or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this Section 7.1 nor the adoption of anyprovision of the Certificate of Incorporation inconsistent with this Section 7.1 shall eliminate or reduce the effect of this Section 7.1 in respect of any matter occurring, or any cause of action, suit or claim that, but for this Section 7.1, wouldaccrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. 

 

7.2 Corporation’s Power to Indemnify. The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the requestof the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paidin settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law, and the Corporation may adopt By-laws or enter into agreements with any such person for the purposeof providing for such indemnification. 

 

3 

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 28th dayof January 2004. 

 

/s/ David E. Zeltner

David E. Zeltner

Sole Incorporator