EXHIBIT 3.4
AMENDMENT OF CERTIFICATE OF INCORPORATION
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
****
Federal-Mogul Dutch Holdings Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of Federal-Mogul Dutch Holdings Inc., by
the unanimous written consent of its members, filed with the minutes of the
board, duly adopted resolutions setting forth a proposed amendment to the
Certificate of Incorporation of said Corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration of thereof. The resolution setting forth the proposed amendment is
as follows:
RESOLVED, that the Certificate of Incorporation of this Corporation be
amended by adding Article 11 thereof so that, as amended said Article shall be
amended and read as follows:
11. For so long as Federal-Mogul Corporation is a party to the Second
Amended and Restated Credit Agreement (the "Credit Agreement") dated
as of December 18, 1997, as such Credit Agreement may be subsequently
amended, Federal-Mogul Dutch Holdings Inc. will comply with Section
10.10 of the Credit Agreement.
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of said Corporation upon written waiver of
notice signed by all stockholders, upon notice in accordance with Section 222 of
the General Corporation Law of the State of Delaware at which meeting the
necessary number of shares as required by statute were voted in favor of the
amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be
signed by Thomas W. Ryan, its Vice President and CFO, this 9th day of March,
1998.
/s/ Thomas W. Ryan
-------------------------------
By: Thomas W. Ryan
Title: Vice President and CFO
CERTIFICATE OF INCORPORATION
OF
FEDERAL-MOGUL DUTCH HOLDINGS INC.
1. The name of the corporation is: Federal-Mogul Dutch Holdings Inc.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 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.
3. 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 Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is: fifty thousand shares (50,000) and the par value of
each of such share is: One Dollar ($1.00) amounting in the aggregate to
Fifty Thousand Dollars ($50,000).
5. The name and mailing address of the incorporator is as follows:
Jennifer Evans
Federal-Mogul Corporation
26555 Northwestern Highway
Southfield, MI 48134
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized:
To make, alter or repeal the bylaws of the corporation.
To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any
such reserve in the manner in which it was created.
To designate one or more committees, each committee to consist of one or
more of the directors of the corporation. The board may designate one or
more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. The bylaws
may provide that in the absence or disqualification
of a member of a committee, the member or members present at any meeting
and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the bylaws of the corporation,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers
which may require it; but no such committee shall have the power or
authority in reference to the following matters: (i) approving or adopting,
or recommending to the stockholders, any action or matter expressly
required by the Delaware General Corporation Law to be submitted to
stockholders for approval or (ii) adopting, amending or repealing any bylaw
of the corporation.
When and as authorized by the stockholders in accordance with law, to sell,
lease or exchange all or substantially all of the property and assets of
the corporation, including its good will and its corporate franchises, upon
such terms and conditions and for such consideration which may consist in
whole or in part of money or property including shares of stock in, and/or
other securities of, any other corporation or corporations, as its board of
directors shall deem expedient and for the best interests of the
corporation.
8. Elections of directors need not be by written ballot unless the bylaws of
the corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the bylaws 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 bylaws of the corporation.
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 Delaware Code 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 Title
8 of the Delaware Code 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 represent three-fourths in value of
the creditors or class of creditors, and/or 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 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 all
the stockholder or class of stockholders, of this corporation, as the case
may be, and also on this corporation.
9. 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.
10 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.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is our act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 26th day January, 1998.
/s/ Jennifer Evans
---------------------------
Jennifer Evans