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Exhibit 3.i(x)
RESTATED
CERTIFICATE OF INCORPORATION
OF
S & P CANADA, INC.
S & P CANADA, INC., a corporation duly organized and existing by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
and incorporated on August 18, 1987,
DOES HEREBY CERTIFY:
(I) That the Board of Directors of the Corporation, by unanimous written
consent without a meeting pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware, adopted a resolution amending and
restating the Corporation's Certificate of Incorporation in its entirety as
follows:
FIRST: The name of the corporation is S & P U.S., INC.
SECOND: The address of its registered office in the State of Delaware is
229 South State Street, in the City of Dover 19901, County of Kent. The name
of its registered agent at such address is The Prentice-Hall Corporation
System, Inc.
THIRD: The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware as the
same may be amended from time to time ("GCL").
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 1,000 shares of Common Stock,
having no par value ("Common Stock").
(1) As used in this Certificate of Incorporation, the following terms
shall have the following meanings:
(a) "BOARD" shall mean the Board of Directors of the Corporation.
(b) "CORPORATION" shall mean KCL Holdings, Inc.
(c) "SUBSIDARY" shall mean any corporation at least 50% of whose
outstanding voting stock shall at the time be
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owned directly or indirectly by the Corporation or by one or more
Subsidiaries.
(2) (a) Except as provided for in Subsection (b), each share of Common
Stock shall entitle the holder thereof to one vote, in person or by proxy, at
any and all meetings of the stockholders of the Corporation, on all
propositions before such meetings.
(b) At all stockholders' meetings at which directors of the
Corporation are to be elected, each holder of Common Stock entitled to vote
shall have as many votes as shall equal the number of shares of Common
Stock owned by him, multiplied by the number of directors to be elected,
and he may cast all of such votes for a single director or may distribute
them among the number to be voted for, or any two or more of them as he
may see fit.
(c) The affirmative vote of the holders of not less than 85% of the
outstanding Common Stock shall be required in order to authorize:
(i) any amendment of this Article FOURTH or of Article SIXTH; or
(ii) any amendment to the by-laws of the Corporation.
FIFTH: The name and mailing address of the incorporator is T. M. Bonovich,
229 South State Street, Dover, Delaware 19901.
SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for
further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:
(1) The number of directors of the Corporation shall be five.
(2) The Board shall have power without the assent or vote of the
stockholders to fix and vary the amount to be reserved for any proper
purposes; to authorize and cause to be executed mortgages and liens upon
all or any part of the property of the Corporation; to determine the use
and disposition of any surplus or net profits; and to fix the times for
the declaration and payment of dividends.
(3) The Board in its discretion may submit any contract or act
theretofore approved by the Baord for approval or ratification at any
annual meeting of the stockholders or
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at any meeting of the stockholders called for the purpose of considering
any such act or contract, and any contract or act that shall be approved
or be ratified by the vote of the holders of a majority of the stock of
the Corporation which is represented in person or by proxy at such meeting
and entitled to vote thereat (provided that a lawful quorum of
stockholders be there represented in person or by proxy) shall be as
valid and as binding upon the Corporation and upon all the stockholders
as though it had been approved or ratified by every stockholder of the
Corporation, whether or not the contract or act would otherwise be open
to legal attack because of directors' interest, or for any other reason.
(4) In addition to the powers and authorities hereinbefore or by
statute expressly conferred upon them, the Board is hereby empowered to
exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation; subject, nevertheless, to the
provisions of the statutes of Delaware, of this Certificate, and to any
by-laws from time to time made by the stockholders; provided, that no
by-laws so made shall invalidate any prior act of the directors which
would have been valid if such by-law had not been made.
(5) The stockholders shall have the sole power to adopt, alter,
amend or rescind the by-laws of the Corporation
(6) The affirmative vote of not less than four of the directors
shall be required in order to authorize the taking of any of the
following actions by the Corporation:
(a) the termination of employment or modification of
employment terms of any employee of the Corporation whose
shares of Common Stock in the Corporation are subject to vesting
pursuant to the provisions of any written Shareholders Agreement
among the Corporation and its holders of shares of Common Stock
prior to the fourth anniversary of closing of the Kalium asset
acquisition from PPG Canada, Inc. and PPG Industries, Inc.
unless the Corporation elects to value the shares of Common Stock
owned by the individual whose employment is to be terminated on
a fully vested basis;
(b) the acquisition by the Corporation of any business which
is substantially unrelated to the business of the Corporation,
or the disposition by the Corporation of a material portion of the
business conducted by the Corporation;
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(c) the redemption of any Common Stock other than pursuant to
the provisions of any written Shareholders Agreement among the
Corporation and its holders of shares of Common Stock;
(d) the payment of any dividend (whether in cash or in kind) on
the Common Stock, or making of other distribution to the stockholders
of the Corporation, other than:
(i) payments under a Tax Allocation Agreement with the
parent of the consolidated group of which the Corporation is a
member, and
(ii) payments of expenses incurred by stockholders on
behalf of or for the benefit of the Corporation for which said
stockholders are entitled to reimbursement;
(e) without limiting the generality of subparagraph (d), the
payment of any dividend or redemption of any stock which is prohibited
under or is an event of acceleration under the terms of any loan or
other agreement to which the Corporation is a party;
(f) a merger of the Corporation or any Subsidiary where it is
not the survivor (other than a merger of a Subsidiary into the
Corporation or another Subsidiary), a merger of the Corporation where
it is the survivor, but which results in a change to the
capitalization of the Corporation, or a consolidation of the
Corporation;
(g) a sale of substantially all of the assets of the Corporation
or of any Subsidiary;
(h) the liquidation of the Corporation;
(i) any amendment to any Tax Allocation Agreement which shall be
entered into between the Corporation and any corporation which is its
parent for the purposes of filing consolidated Federal income tax
returns;
(j) the issuance of any additional shares of Common Stock or
securities convertible into, or warrants for the issuance of Common
Stock;
(k) any amendment to this Certificate of Incorporation; or
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(l) the termination or any amendment of any shareholders'
agreement involving subsidiaries of the Corporation.
SEVENTH: The election of directors need not be by written ballot.
EIGHTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the GCL or on the application of
trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 279 of the GCL, order a meeting of
the creditors or class of creditors and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders of this Corporation, as the case may be, and also on this
Corporation.
NINTH: The Corporation shall indemnify each director, officer, trustee,
employee or agent of the Corporation and each person who is or was serving at
the request of the Corporation as a director, officer, trustee, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise in the manner and to the extent provided in Section 145 of the GCL.
TENTH: To the fullest extent permitted by the GCL no director of the
Corporation shall be liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director; provided, however, that if
the scope of elimination or limitation of personal liability of directors
permitted by the GCL as now in effect is altered by amendment of GCL, nothing in
this Article TENTH shall eliminate or limit the liability of a director (not
otherwise eliminated prior to such amendment of the GCL) for any act or omission
occurring prior to the date when such amendment of the GCL becomes effective.
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(II) That in lieu of a meeting and vote of stockholders, the stockholders
have given unanimous written consent to said amendment in accordance with the
provision of Section 228 of the General Corporation Law of the State of
Delaware.
(III) That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 245, 242 and 228 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, said S & P CANADA, INC. has caused this certificate to
be signed by David W. Schoenberg, its Vice President and attested to by Norman
M. Gold, its Secretary this 23rd day of October, 1987.
S & P CANADA, INC.
By: /s/ David W. Schoenberg
----------------------------
David W. Schoenberg,
Vice President
Attested by:
/s/ Norman M. Gold
- ----------------------------
Norman M. Gold,
Secretary
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CERTIFICATE OF CORRECTION
OF
RESTATED
CERTIFICATE OF INCORPORATION
S & P U.S., INC.
------------------------------------
PURSUANT TO SECTION 103(f) OF THE
GENERAL CORPORATION LAW OF THE STATE
OF DELAWARE
------------------------------------
S & P U.S., INC. (formerly known as S & P Canada, Inc.), a
corporation duly organized and existing by virtue of the General Corporation
Law of the State of Delaware, and incorporated on August 18, 1987
DOES HEREBY CERTIFY:
FIRST: The name of the corporation (hereinafter called
"Corporation") is S & P U.S., Inc.
SECOND: A Restated Certificate of Incorporation of the Corporation
was filed by the Secretary of State of Delaware on October 26, 1987.
THIRD: The Restated Certificate of Incorporation as so filed is an
inaccurate record of the corporate action or was defectively or erroneously
executed, sealed or acknowledged in that the name of the Corporation was
incorrectly stated in Subsection (b) of Section (1) of Article FOURTH.
FOURTH: The Restated Certificate of Incorporation is corrected so
that Subsection (b) of Section (1) of Article FOURTH shall read as follows:
"(b) "CORPORATION" shall mean S & P U.S., Inc."
IN WITNESS WHEREOF, said S & P U.S., Inc. has caused this
certificate to be signed by David W. Schoenberg, its Vice
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President and attested to by John E. Lowe, its Assistant Secretary this 12th
day of November, 1987.
S & P U.S., INC.
By: /s/ David W. Schoenberg
--------------------------
David W. Schoenberg,
Vice President
Attested by:
/s/ John E. Lowe
- --------------------------
John E. Lowe
Assistant Secretary
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CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
S & P U.S., INC.
S & P U.S., INC. (originally incorporated under the name S & P
CANADA, INC. on August 18, 1987), a corporation duly organized and existing
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said Corporation, by
unanimous written consent of its members, filed with the minutes of the
Board, adopted a resolution proposing and declaring advisable the following
amendment to the Restated Certificate of Incorporation:
RESOLVED: That the Restated Certificate of Incorporation of S & P
U.S., INC. be amended by changing the Article thereof numbered FIRST
so that, as amended such Article shall be and read as follows:
"FIRST: The name of the corporation is Kalium Chemicals, Ltd."
FURTHER RESOLVED: That the Restated Certificate of Incorporation of
S & P U.S., INC. be amended by changing Subsection (b) of Section (1)
of the Article thereof numbered FOURTH so that, as amended such
subsection shall be and read as follows:
"(b) "CORPORATION" shall mean Kalium Chemicals, Ltd."
SECOND: That in lieu of a meeting and vote of the sole stockholder,
the sole stockholder has given written consent to said amendment in
accordance with the provisions of Section 226 of the General Corporation Law
of the State of Delaware.
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THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242, 141(f) and 228 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said S & P U.S., INC. has caused this certificate to
be signed by Clifford J. Kelly, its President, and Dale W. Ward, its
Secretary, this 29th of February, 1988.
S & P U.S., INC.
(f/k/a S & P CANADA, INC.)
By: /s/ Clifford J. Kelly
--------------------------------
Clifford J. Kelly,
President
Attested by:
/s/ Dale W. Ward
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Dale W. Ward,
Secretary
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CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
KALIUM CHEMICALS, LTD.
KALIUM CHEMICALS, LTD., organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY AS FOLLOWS:
FIRST: That the Board of Directors of the Corporation, by unanimous
written consent of its members, filed with the minutes of the board, adopted
resolutions proposing and declaring advisable the following amendments to
the Restated Certificate of Incorporation:
(i) That Article NINTH of the Restated Certificate of Incorporation
is hereby amended in its entirety to read as follows:
"NINTH: (a) The Corporation shall indemnify (i) any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor 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 request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement
of such action or suit, and (ii) any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the Corporation) 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 request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, in each case to
the fullest extent permissible under Section 145 of the Delaware
General Corporation Law, as amended from time to time, or the
indemnification provisions of any successor statute.
(b) The foregoing provisions of this Article NINTH shall be
deemed to be a contract between the
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Corporation and each director and officer who serves in such
capacity at any time while this Article NINTH is in effect, and any
repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore
or thereafter brought based in whole or in part upon any such state
of facts. The foregoing rights of indemnification shall not be
deemed exclusive of any other rights to which any director or
officer may be entitled apart from the provisions of this Article
NINTH. The Board of Directors in its discretion shall have power on
behalf of the Corporation to enter into agreements with respect to
the indemnification of any person, other than a director or
officer, made a party to any action, suit or proceeding by reason
of the fact that he, his testator or intestate, is or was an
employee, agent or otherwise acting on behalf of the Corporation or
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise."
(ii) That Article TENTH of the Restated Certificate of Incorporation
is hereby amended in its entirety to read as follows:
"TENTH: A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director
derived any improper personal benefit. If the Delaware General
Corporation Law is amended after this Amendment to the Restated
Certificate of Incorporation becomes effective to authorize
corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the provisions of this
Article TENTH by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on
the personal liability of a director of the Corporation with respect
to any act or omission occurring prior to the effective date of such
appeal or modification. In the event that
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ny of the provisions of this Article TENTH (including any
provision within a single sentence) is held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, the
remaining provisions are severable and shall remain enforceable to
the fullest extent permitted by law."
SECOND: That in lieu of a meeting and vote of stockholders, the
sole stockholder of the Corporation has given its written consent to said
amendment in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 and 228 of the General
Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, Kalium Chemicals, Ltd. has caused this
Certificate to be signed by Karen E. Nyman, its Vice President and by Mary
Beth Veiha, its Assistant Secretary, this 28 day of June, 1991.
KALIUM CHEMICALS, LTD.
By: /s/ Karen E. Nyman
-------------------------------
Karen E. Nyman, Vice President
ATTEST:
/s/ Mary Beth Vieha
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Mary Beth Vieha, Assistant Secretary
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CERTIFICATE OF AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
OF
KALIUM CHEMICALS, LTD.
Kalium Chemicals, Ltd. (the "Corporation"), a corporation duly organized
and existing by virtue of the General Corporation Law of the State of
Delaware ("GCL"), DOES HEREBY CERTIFY:
1. That the Board of Directors of the Corporation, by the unanimous
written consent of its members, filed with the minutes of the Board, adopted
resolutions proposing and declaring advisable the following amendment to the
Restated Certificate of Incorporation:
RESOLVED: That Subsection (1) of ARTICLE SIXTH of the Restated
Certificate of Incorporation of the Corporation be deleted, and in
connection therewith, the following subsections be renumbered as indicated
herein: Subsection (2) shall be renumbered Subsection (1); Subsection (3)
shall be renumbered Subsection (2); Subsection (4) shall be renumbered
Subsection (3); Subsection (5) shall be renumbered Subsection (4); and
Subsection (6) shall be renumbered Subsection (5).
FURTHER RESOLVED: That the preamble of the first sentence of Subsection
(5) of ARTICLE SIXTH (as newly renumbered by this amendment) is hereby
amended to read as follows:
"The affirmative vote of not less than eighty percent (80%) of the
directors shall be required in order to authorize the taking of any of
the following actions by the Corporation:"
The remainder of such Subsection (5) remains unaltered.
2. That in lieu of a meeting and vote of the stockholders, the
stockholders have given written consent to the above amendment in accordance
with the provisions of Section 228 of the GCL.
3. That the above amendment was duly adopted in accordance with the
applicable provisions of Sections 242, 141(f), and 228 of the GCL.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed
by Karen E. Nyman, its Vice President, and Rose Marie Williams, its Assistant
Secretary, this 9th day of November, 1993.
Kalium Chemicals, Ltd.
By: /s/ Karen E. Nyman
-------------------
Karen E. Nyman,
Vice President
Attested by:
/s/ Rose Marie Williams
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Rose Marie Williams,
Assistant Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
KALIUM CHEMICALS, LTD.
The undersigned officers, John U. Huber and Rose Marie Williams,
President and Assistant Secretary, respectively, of Kalium Chemicals, Ltd., a
corporation organized and existing under the General Corporation Law of the
State of Delaware (the "Corporation"), do hereby certify that:
1. Article One of the Certificate of Incorporation of the Corporation
is hereby amended in its entirety as follows:
"ARTICLE ONE
The name of the corporation is IMC Kalium Ltd.
2. This Certificate of Amendment was duly adopted by the directors and
sole stockholder of the Corporation according to the provisions of
Sections 141(f), 228 and 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, we have hereunto subscribed our names this 19th
day of September, 1996.
KALIUM CHEMICALS, LTD.
[SEAL] By: /s/ John U. Huber
-----------------------
John U. Huber
President
Attest:
/s/ Rose Marie Williams
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Rose Marie Williams
Assistant Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF IMC KALIUM LTD.
The undersigned officer, Rose Marie Williams, Secretary, of IMC
Kalium Ltd., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Company"), does hereby certify
that:
1. Article One of the Certificate of Incorporation of the Company is
hereby amended in its entirety as follows:
"ARTICLE ONE
The name of the corporation is IMC USA Inc."
2. This Certificate of Amendment was duly adopted by sole director and
the sole stockholder of the Company according to the provisions of
Sections 141(f), 228 and 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 23 day
of June, 2000.
IMC KALIUM LTD.
[SEAL] By: /s/ Rose Marie Williams
-----------------------
Rose Marie Williams
Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
IMC USA INC.
*****
Adopted in accordance with the provisions
of Section 242 of the General Corporation Law
of the State of Delaware
*****
Rose Marie Williams, being the duly elected Secretary of IMC USA
Inc., a corporation duly organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the "Company"), does hereby
certify as follows:
FIRST: That the Certificate of Incorporation of the Company be,
and hereby is, amended by deleting the first paragraph in Article
FOURTH in its entirety, all subsequent paragraphs remain unchanged,
and substituting in lieu thereof a new first paragraph in Article
FOURTH to read as follows:
"FOURTH: The total number of shares of all classes of
stock which the Corporation shall have authority to issue is
2,500 shares of Common Stock, having no par value ("COMMON
STOCK")."
SECOND: That the sole director of the Company approved the
foregoing amendment by written consent pursuant to the provisions of
Sections 141(f) and 242 of the General Corporation Law of the State of
Delaware and directed that such amendment be submitted to the sole
stockholder of the Company for its consideration, approval and adoption
thereof.
THIRD: That the sole stockholder of the Company approved the
foregoing amendment by written consent in accordance with Sections 228
and 242 of the General Corporation Law of the State of Delaware.
*****
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IN WITNESS WHEREOF, I have hereunto subscribed my name this 29th day
of June, 2001.
IMC USA INC.,
a Delaware corporation
[SEAL]
By: /s/ Rose Marie Williams
--------------------------
Rose Marie Williams
Secretary