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- S-4/A Registration of securities issued in business combination transactions
- 3.44 Certificate of Incorporation of CPG-L Holdings, Inc.
- 3.45 By-laws of CPG-L Holdings, Inc.
- 3.46 Certificate of Incorporation of Liquid Container Inc.
- 3.47 Certificate of Amendment to Certificate of Incorporation of Liquid Container Inc
- 3.48 By-laws of Liquid Container Inc.
- 3.49 Certificate of Limited Partnership
- 3.50 Certificate of Amendment to Certificate of Limited Partnership
- 3.51 First Certificate of Amendment to Certificate of Limited Partnership
- 3.52 Amendment to the Certificate of Limited Partnership
- 3.53 Fourth Amended and Restated Agreement of Limited Partnership
- 3.54 Partnership Agreement
- 3.55 Form of First Amendment to Partnership Agreement
- 3.56 Second Amendment to Partnership Agreement
- 3.57 Third Amendment to Partnership Agreement
- 3.58 Fourth Amendment to Partnership Agreement
- 3.59 Certificate of Incorporation
- 3.60 Certificate of Amendment of Certificate of Incorporation
- 3.61 Certificate of Amendment of Certificate of Incorporation
- 3.62 By-laws of Graham Packaging PX Holding Corporation
- 3.63 Articles of Incorporation of Graham Packaging PX, LLC
- 3.64 Certificate of Amendment of Articles of Incorporation
- 3.65 Articles of Conversion of Graham Packaging PX, LLC
- 3.66 Certificate of Amendment to the Certificate of Formation
- 3.67 Single Member Operating Agreement of Graham Packaging PX, LLC
- 3.68 Certificate of Incorporation of WCK-L Holdings, Inc.
- 3.69 By-laws of WCK-L Holdings, Inc.
- 3.70 Certificate of Formation of Graham Packaging GP Acquisition LLC
- 3.71 Limited Liability Company Agreement of Graham Packaging GP Acquisition LLC
- 3.72 Certificate of Formation of Graham Packaging LP Acquisition LLC
- 3.73 Limited Liability Company Agreement
- 4.7 Registration Rights Agreement
- 4.10 Registration Rights Agreement
- 4.11 Supplemental Indenture
- 4.12 Supplemental Indenture
- 4.13 Supplemental Indenture
- 4.14 Supplemental Indenture
- 5.1 Opinion of Simpson Thacher & Barlett LLP
- 5.2 Opinion of Frost Brown Todd LLC
- 5.3 Opinion of Blank Rome LLP
- 5.4 Opinion of Jones Waldo Holbrook & Mcdonough PC
- 5.5 Opinion of Blank Rome LLP (California Law)
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 21.1 List of Subsidiaries
- 23.6 Consent of Deloitte & Touche LLP
- 23.7 Consent of Grant Thorton LLP
- 24.1 Power of Attorney
- 25.1 Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
Exhibit 3.64
CERTIFICATE AMENDMENT
OF
ARTICLES OF INCORPORATION
Manfred Leunig and Jochin Sarrazin certify that:
1. They are the president and the secretary, respectively, of Plaxicon, Inc., a California corporation.
2. The articles of incorporation of this corporation are amended by the addition of Articles V and VI reading, in their entirety, as follows:
“V: The liability of directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. Any amendment, modification or repeal of this Article by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation in respect of any act of omission occurring prior to the time of such amendment, modification or repeal.”
“VI: The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the corporation Code) for breach of duty to the corporation and its shareholders through bylaw provision or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporation Code.”
3. The forgoing amendment of articles of incorporation has been duly approved by the board of directors.
4. The forgoing amendment of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporation Code. The total number of outstanding shares of the corporation is one hundred. The number of Shares Voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.
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We further declare under penalty of perjury under the laws of the State of California that the matters act forth in this certificate are true and correct of our own knowledge.
Date: August 3rd, 1992
| /s/ Manfred Leunig |
| Manfred Leunig, President |
| /s/ Jochin Sarrazin |
| Jochin Sarrazin, Secretary |
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