EX-3 110 horizonnr-ex356a_062802.htm EXHIBIT 3.56(A) Exhibit 3.56(a)

Exhibit 3.56(a)

State of Delaware
Secretary of State
Division of Corporations
Filed 09:00 AM 11/02/1992
712307006

CERTIFICATE OF INCORPORATION

OF

PHOENIX LAND COMPANY

ARTICLE ONE

           The name of the corporation is Phoenix Land Company (hereinafter called the "Corporation").

ARTICLE TWO

           The address of the corporation I a registered office in the state of Delaware is 1013 Centre Road, Wilmington, Delaware 19805, in the City of Wilmington, County of Now Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

           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 Delaware.

ARTICLE FOUR

           The total number of shares which the Corporation shall have the authority to issue is One Thousand (1,000) shares, all of which shall be shares of Common Stock, without par value.

ARTICLE FIVE

           The name and mailing address of the incorporator is as follows;

  Name
Eileen C. McNamara
Address
c/o Kirkland & Ellis
55 East 52nd Street
16th Floor
New York, NY 10055

ARTICLE SIX

           The directors shall have the power to adopt, amend or repeal By-laws, except as may otherwise be provided in the By-laws.

ARTICLE SEVEN

           The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented.

ARTICLE EIGHT

           The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE NINE

           The Corporation reserves the right to amend or repeal any provisions contained in this Certificate of Incorporation from time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders and directors are granted subject to such reservation.

           I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation in pursuance of the General Corporation Law of the State of Delaware, do make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 2nd day of November, 1992.

  s/b Eileen C. McNamara
       Eileen C. McNamara
       Sole Incorporator

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 10/12/1993
932855109 - 2314551


CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE
***************************************


           PHOENIX LAND COMPANY, a Corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

           The present registered agent of the corporation is Corporation service Company and the present registered office of the corporation is in the county of New Castle

           The Board of Directors of PHOENIX LAND COMPANY adopted the following resolution on the 1st day of October, 1993.

           Resolved, that the registered office of PHOENIX LAND COMPANY

  in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF,            Phoenix Land Company has caused this statement to be signed by Michael B. Nowobilski, its President and attested by Kevin L. Yocum, its Secretary this 1st day of October, 1993.

  s/b Michael B. Nowobilski

ATTEST:


s/b Kevin L. Yocum