Exhibit 3.1(b)
CERTIFICATE OF INCORPORATION
OF
BEAUMONT AMMONIA INC.
ARTICLE ONE
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The name of the corporation is Beaumont Ammonia Inc.
ARTICLE TWO
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The address of the corporation's registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New
Castle, Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE THREE
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The nature of the business or purposes to be conducted or promoted by the
corporation is to engage in the following business and financial activities:
(i) to construct and operate an ammonia loop and otherwise deal with such
ammonia loop, including purchase of materials and sales of product related
thereto;
(ii) to make loans from time to time to Terra Capital, Inc. and its
affiliates, including Terra (U.K.) Holdings Inc., to exercise its rights and
perform its duties in connection therewith, and to otherwise deal with such
loans and any proceeds therefrom; and
(iii) to engage in any other acts and activities and to exercise any powers
permitted to corporations under the laws of the State of Delaware that are
related or incidental to the foregoing or are necessary, convenient or advisable
to the foregoing.
ARTICLE FOUR
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Notwithstanding any other provision of this Certificate and any provision
of law that otherwise so empowers the corporation, the corporation shall not,
without the affirmative vote of the holders of a majority of its outstanding
Common Stock, do any of the following:
(i) engage in any business or activity other than those as contemplated
in Article THREE;
(ii) incur any indebtedness for borrowed money, or assume or guaranty any
indebtedness for borrowed money of any other entity, other than for working
capital purposes; and
(iii) institute any proceedings to be adjudicated bankrupt or insolvent,
consent to the institution of bankruptcy or insolvency proceedings against the
corporation, file a petition seeking or consenting to reorganization or relief
under any applicable federal or state law relating to bankruptcy, consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator, (or
other similar official) of the corporation or a substantial part of its property
or admit its inability to pay its debts generally as they become due or
authorize any of the foregoing to be done or taken on behalf of the corporation.
ARTICLE FIVE
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The total number of shares of stock which the corporation has authority to
issue is One Thousand (1,000) shares of Common Stock, with a par value of $0.01
per share.
ARTICLE SIX
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The name and mailing address of the sole incorporator are as follows:
NAME MAILING ADDRESS
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Sally G. Burns 200 East Randolph Drive
Chicago, IL 60601
ARTICLE SEVEN
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The corporation is to have perpetual existence.
ARTICLE EIGHT
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In furtherance and not in limitation of the powers conferred by statute,
the board of directors of the corporation is expressly authorized to make, alter
or repeal the by-laws of the corporation.
ARTICLE NINE
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Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the corporation may provide. The books of the
corporation may be kept 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. Election of directors need not be by written ballot unless
the by-laws of the corporation so provide.
ARTICLE TEN
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To the fullest extent permitted by the General Corporation Law of the State
of Delaware as the same exists or may hereafter be amended, a director of this
corporation shall not be liable to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director.
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Any repeal or modification of this ARTICLE TEN shall not adversely affect any
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right or protection of a director of the corporation existing at the time of
such repeal or modification
ARTICLE ELEVEN
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The corporation expressly elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware.
ARTICLE TWELVE
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The corporation deserves the right to amend, alter, change or repeal any
provision contained in this certificate of incorporation in the manner now or
hereafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the sole 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 my act and deed and the facts stated herein are true, and
accordingly have hereunto set my hand this 16th day of December, 1997.
/s/ Sally G. Burns
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Sally G. Burns, Sole Incorporator
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