EXHIBIT 3.5
RESTATED
CERTIFICATE OF INCORPORATION
OF
BLUE CORAL, INC.
Blue Coral, Inc., a Corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
1. The name of the Corporation is Blue Coral, Inc.
2. The date of filing its original Certificate of Incorporation with
the Secretary of State was August 26, 1981.
3. This Restated Certificate of Incorporation amends the Certificate
of Incorporation of the corporation by amending Article Fourth which shall read
as set forth in the text set forth below and restates and integrates the
Certificate of Incorporation as so amended, pursuant to Sections 242 and 245 of
the General Corporation Law of the State of Delaware.
4. The text of the Certificate of Incorporation is amended hereby
and restated to read as herein set forth in full:
FIRST: The name of the Corporation is Blue Coral, Inc.
SECOND: The address of its registered office in the State of
Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its
registered agent at such address is The Corporation
Trust Company.
THIRD: 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.
FOURTH: The Corporation is authorized to issue one class of
stock to be designated as "common." The total number of
shares of all classes of stock which the Corporation
shall have authority to issue is twenty-five thousand
(25,000) shares of common stock having a par value of
Ten Dollars ($10.00) per share.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors of the
Corporation is expressly authorized to adopt, amend or
repeal the by-laws of the Corporation.
SEVENTH: Meetings of stockholders may be held within or without
the State of Delaware, as the by-laws may provide. The
books of the Corporation may be kept (subject to any
provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated
from time to time by the board of directors or in the
by-laws of the Corporation. Elections or directors need
not be by written ballot unless the by-law of the
Corporation shall so provide.
EIGHTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights
conferred upon stockholders herein are granted subject
to this reservation.
NINTH: No director of the Corporation shall be personally
liable to the Corporation or to its stockholders for
monetary damages for breach of fiduciary duty as a
director; provided, however, that this Article Ninth
shall not eliminate or limit the liability of, a
director (1) for any breach of the director's duty of
loyalty to the Corporation or to its stockholders, (2)
for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(3) under Section 174 of the General Corporation Law of
the State of Delaware, or (4) for any transaction for
which the
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director derived an improper personal benefit.
IN WITNESS WHEREOF, said Blue Coral, Inc. has caused this
Certificate to be signed by Sheldon G. Adelman, its Chairman of the Board of
Directors and attested by Robert G. Markey, its Secretary, this 25th day of
September, 1988.
BLUE CORAL, INC.
/s/ Sheldon Adelman
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Sheldon Adelman, Chairman
of the Board of Directors
ATTEST:
By /s/ Robert G. Markey
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Robert G. Markey, Secretary
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