RESTATED CERTIFICATE OF INCORPORATION
OF
LORAL CORPORATION
UNDER SECTION 807
OF
THE BUSINESS CORPORATION LAW
WE, THE UNDERSIGNED, Bernard L. Schwartz and Michael B. Targoff, being
respectively the Chairman of the Board and Secretary of LORAL CORPORATION, do
hereby certify:
1) The name of the corporation is LORAL CORPORATION. This Corporation was
originally formed under the name LORAL ELECTRONICS CORPORATION.
2) The Certificate of Incorporation of LORAL ELECTRONICS CORPORATION was
filed by the Department of State on February 24, 1948.
3) The Certificate of Incorporation is amended to increase the total
number of shares of Common Stock the Corporation is authorized to issue from
150,000,000 shares par value $.25 to 300,000,000 shares par value $.25 and is
also amended to increase the maximum number of Directors as set forth in the By-
Laws of the Corporation from 11 to 13.
4) The text of the Certificate of Incorporation is hereby restated as
amended to read as herein set forth in full:
FIRST: The name of the Corporation is LORAL CORPORATION.
SECOND: The purposes for which said Corporation is to be formed are
as follows:
(a) To manufacture, assemble, install, buy, sell, design, patent,
develop, export, import, exchange, repair and in any and every
other
way deal in radio, radio sets and receivers, television,
television sets and receivers, amplifiers, sound equipment of any
kind or nature whatsoever, devices, machinery, machine parts,
tools, dies, engines, motors, appliances and any equipment
directly or indirectly related to same and any parts or supplies
of any of the above, whether made wholly or partly from metals or
from any other material whatsoever, whether operated by
electricity or by any other power, cause, or action.
(b) To acquire, hold, maintain and operate all real estate, plants,
machinery, warehouses, apparatus, equipment, franchises,
licenses, and permits and do all other things requisite to the
prosecution of such business.
(c) To buy, lease or otherwise acquire the good will, franchises,
rights and property of any corporation, person, firm, or
association engaged in the same or similar line of business, and
to pay for the same in cash, property, the stock or bonds of this
company or otherwise, and to hold or in any manner dispose of,
the whole or any part of the property so acquired; to conduct,
carry on, operate, manage, control, improve and develop the whole
or any part of any business or property so acquired, in the name
of this Corporation, provided that such business is one that may
be carried on by a corporation organized under the act under
which this company is incorporated, and to exercise all the
powers necessary or convenient in and about the conduct and
management of such business.
(d) To sell or exchange all or any part of the property, assets, good
will and undertaking of the company, and to accept in payment or
exchange therefor, the stocks, bonds, or other securities of any
other corporation, either domestic or foreign.
(e) To borrow or raise money for the purpose of the company, to
secure the same and any interest therein, and for that purpose or
any other purpose, subject to the provisions and restrictions
hereinafter set forth, to mortgage and charge all or any part of
the
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present or after-acquired property-rights, or rights and
franchises of the company, and to issue notes, bonds, debentures
and other evidences of indebtedness.
(f) To use the surplus profits of said Corporation for the purchase
of any of the shares of its capital stock, provided, however,
that the capital stock shall not be reduced except in accordance
with the requirements of the statue.
(g) To do all and everything necessary, suitable, useful or proper
for the accomplishment of any of the purposes or the attainment
of any of the objects or the furtherance of any of the powers
hereinbefore set forth, as principal or agent, either alone or in
association with other corporations, firms or individuals, and to
do every other act or acts, thing or things incidental or
appurtenant to, or growing out of, or connected with, any of the
aforesaid purposes, objects or powers, or any part or parts
thereof, and to do any such acts or things to the same extent and
as fully as natural persons might or could do in any part of the
world.
(h) To purchase, sell, lease, manufacture, deal in and deal with
every kind of goods, wares and merchandise and every kind of
personal property, including patents and patent rights, chattels,
easements, privileges and franchises which may lawfully be
purchased, sold, produced or dealt in by corporations under the
statues of the State of New York.
(i) To enter into, make, perform and carry out contracts of every
kind, which may be necessary for or incidental to the business of
the Corporation, with any person, firm, corporation, private,
public or municipal, body politic, under the government of the
United States, or any territory, district, protectorate,
dependency or insular or other possession or acquisition of the
United States, or any foreign government, so far as, and to the
extent that the same may be done and performed by a corporation
organized under the Stock Corporation Law.
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(j) This Corporation shall have the power to conduct its business in
all branches in the State of New York or any other State of the
United States and in all foreign countries and generally to do
all acts and things and to exercise all the powers, now or
hereafter authorized by law, necessary to carry on the business
of this Corporation or to promote any of the objects for which
this Corporation is formed.
(k) The objects and powers specified in any clause contained in this
Article, shall, except where otherwise expressed, be in no wise
limited or restricted by reference to or interference from the
terms of any other clause of this Article or any other Article of
this Certificate; but the objects and powers specified in each of
the clauses of this Article shall be regarded as independent
objects, purposes and powers.
(l) To acquire by purchase or otherwise hold, lease, own, improve,
sell, convey, exchange, mortgage and otherwise deal or trade in
and dispose of real property and any estate, interest or rights
therein; to lend money on bonds secured by mortgage on real and
personal property or otherwise; to erect, construct, alter,
maintain and improve houses and buildings of every description on
any lands of the Corporation or upon any other lands, and to re-
build, alter and improve existing houses and buildings thereon.
(m) The foregoing enumeration of specific powers shall not be held to
limit or restrict in any manner, the general powers of the
company, and the enjoyment thereof, as conferred by the Laws of
the State of New York upon corporations organized under the
provisions of the act under which this company is incorporated.
THIRD: The total number of shares which the Corporation shall have
authority to issue is 302,000,000 of which 300,000,000 shares shall be Common
Stock having a par value of Twenty-Five Cents ($.25) each, and 2,000,000 shares
4
shall be Preferred Stock having a par value of One Dollar ($1.00) each.
The relative powers, preferences and rights and the qualifications,
limitations and restrictions on the shares of each class of stock are as
follows:
(1) The Preferred Stock may be issued in one or more series from time
to time with such distinctive serial designations as may be stated or expressed
in the resolutions providing for the issue of such stock from time to time
adopted by the Board of Directors; and in such resolution providing for the
issue of shares of each particular series, the Board of Directors is expressly
authorized to fix:
(a) the annual dividend rate of the particular series, if any,
whether the dividends shall be cumulative or non-cumulative and, if such
dividends shall be cumulative, the date from which they shall be cumulative;
(b) the redemption and liquidation prices for the particular
series;
(c) the voting power, if any, for the particular series and the
terms and conditions under which such voting power may be exercised, provided
that the shares of all series having voting power shall not have more than one
vote each;
(d) the obligation, if any, of the Corporation to retire shares
of such series pursuant to a sinking fund or fund of a similar nature or
otherwise and the terms and conditions of such obligation; and
(e) the terms and conditions, if any, upon which shares of such
series shall be convertible into, or exchangeable for, shares of stock of any
other class or classes, including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment, if any.
5
(2) In case the stated dividends and the amounts payable on
liquidation to the holders of the Preferred Stock are not paid in full, the
shares of all series of such Preferred Stock shall share ratably in the payment
of dividends, including accumulations, if any, in accordance with the sums which
would be payable on said shares if all dividends were declared and paid in full,
and in any distribution of assets other than by way of dividends in accordance
with the sums which would be payable on such distribution if all sums payable
were discharged in full.
(3) The holders of the Preferred Stock shall be entitled to receive,
when and as declared by the Board of Directors, but only out of surplus legally
available for the payment of dividends, preferential dividends in cash at, but
not exceeding, the annual rate fixed for each particular series at the time of
the original authorization of the issue of the shares of the particular series,
payable quarter-yearly on the fifteenth day of January, April, July and October
in each year. The holders of the Preferred Stock shall not be entitled to
receive any dividends thereon other than the dividends referred to in this
subdivision (3).
(4) So long as any of the Preferred Stock remains outstanding, in no
event shall any dividend whatever, whether in cash, stock, or otherwise, be paid
or declared, or any distribution be made on the Common Stock, nor shall any
shares of the Common Stock be purchased, retired, or otherwise acquired for a
consideration by the Corporation (a) unless the full dividends on the Preferred
Stock for all past quarter-yearly dividend periods from the respective date or
dates dividends became cumulative thereon, shall have been paid and the full
dividend thereon for the then current quarter-yearly dividend period shall have
been paid or declared and a sum sufficient for the payment thereof set apart,
(b) unless, if any time the Corporation is obligated
6
to retire shares of any series of Preferred Stock pursuant to a sinking fund or
fund of a similar nature, all arrears, if any, in respect of the retirement of
the Preferred Stock of all such series shall have been made good and (c) except
out of surplus legally available at the time for payment of such dividends or
for the purchase of such stock.
Subject to the foregoing provisions, and not otherwise, such dividends
(payable in cash, stock, or otherwise) as may be determined by the Board of
Directors may be declared and paid on the Common Stock from time to time out of
the remaining surplus of the Corporation, and the Preferred Stock shall not be
entitled to participate in any such dividend, whether payable in cash, stock, or
otherwise.
(5) The Corporation, at the option of the Board of Directors, may
redeem any one or more series at the time outstanding of the Preferred Stock, in
whole at any time or in part from time to time, upon notice duly given as
hereinafter specified, by paying therefor the applicable redemption price fixed
at the time of the original authorization of the issue of shares of such
respective series for the shares thereof, together with a sum, in the case of
each share so to be redeemed, computed at the annual dividend rate for the
series of which the particular share is a part, from the date on which dividends
on such shares became cumulative to the date fixed for such redemption, less the
aggregate amount of all dividends theretofore and on such redemption date paid
thereon.
Notice of every such redemption of the Preferred Stock shall be given
by publication at least once in each of two successive calendar weeks in a daily
newspaper printed in the English language and published and of general
circulation in the City of New York, New York, the first publication to be at
least thirty days prior to the date fixed for such redemption. At least thirty
days' previous
7
notice of every such redemption shall also be mailed to the holders of record of
the shares to be redeemed at their respective addresses as the same shall appear
on the books of the Corporation, and if such notice has been given as herein
provided, the failure of any holder to receive such notice shall not affect the
validity of the proceedings for the redemption of any share so to be redeemed.
In case of redemption of only part of any series of the Preferred
Stock at any time outstanding, the Corporation shall designate by lot the shares
so to be redeemed. Subject to the limitations and provisions herein contained,
the Board of Directors shall have full power and authority to prescribe the
manner in which the drawings by lot shall be conducted and the terms and
conditions upon which the Preferred Stock shall be deemed from time to time.
If such notice of redemption shall have been given as hereinbefore
provided, and if on or before the redemption date specified therein the funds
necessary for such redemption shall have been set aside by the Corporation,
separate and apart from its other funds, in trust for the pro rata benefit of
the holders of the shares so called for redemption, so as to be and continue to
be available therefor, then, notwithstanding that any certificate for shares so
called for redemption shall not have been surrendered for cancellation, all
shares of the Preferred Stock so called for redemption shall no longer be deemed
to be outstanding on and after such redemption date, and all rights with respect
to such shares shall forthwith on such redemption date cease and terminate,
except only the right of the holders thereof to receive the amount payable on
redemption thereof, without interest, and the right to exercise, on or before
the date fixed for redemption, privileges of conversion or exchange, if any, not
theretofore expiring.
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Provided, however, in the alternative, that if such notice of
redemption shall have been duly given as hereinbefore provided or if the
Corporation shall have given to the bank or trust company hereinafter referred
to irrevocable authorization to give or complete such notice as hereinbefore
provided, and if prior to the redemption date specified therein the funds
necessary for such redemption shall have been deposited by the Corporation with
a bank or trust company in good standing, designated in such notice, organized
under the laws of the United States of America or of the State of New York,
doing business in the City of New York, New York, having a capital surplus and
undivided profits aggregating at least $5,000,000 according to its last
published statement of condition, in trust to be applied to the redemption of
the shares so called for redemption, then, notwithstanding that any certificate
for shares so called for redemption shall not have been surrendered for
cancellation, from and after the time of such deposit all shares of the
Preferred Stock so called for redemption shall no longer be deemed to be
outstanding and all rights with respect to such shares shall forthwith cease and
terminate, except only the right of the holders thereof to receive from such
bank or trust company at any time after the time of such deposit the funds so
deposited, without interest, and the right to exercise, on or before the date
fixed for redemption, privileges of conversion or exchange, if any, not
theretofore expiring. Any funds so deposited which shall not be required for
such redemption because of the exercise of any such right of conversion
subsequent to the date of such deposit shall be returned to the Corporation
forthwith. Any interest accrued on any funds so deposited shall be paid to the
Corporation from time to time.
Any funds so set aside or deposited, as the case may be, and unclaimed
at the end of six years from such
9
redemption date shall be released or repaid to the Corporation, after which the
holders of the shares so called for redemption shall look only to the
Corporation for payment thereof.
Shares of any series of Preferred Stock so redeemed may thereafter, in
the discretion of the Board of Directors, be reissued at any time or from time
to time to the extent and in any manner not or hereafter permitted by law,
except as may be otherwise provided in the resolution or resolutions of the
Board of Directors providing for the issue of shares of any such series.
(6) In the event of a liquidation, dissolution or winding up the
affairs of the Corporation, whether voluntary or involuntary, then, before any
distribution or payment shall be made to the holders of the Common Stock, the
holders of each series of the Preferred Stock shall be entitled to be paid in
cash the applicable liquidation price per share fixed at the time of the
original authorization of the issue of shares of each such respective series
and, in the case of each share of the Preferred Stock having cumulative dividend
rights, an amount, computed at the annual dividend rate for the series of which
the particular share is a part, from the date on which dividends on such share
became cumulative to the date fixed for such distribution or payment, less the
aggregate amount of all dividends theretofore and on such distribution or
payment date paid thereon. If such payment shall have been made in full to the
holders of the Preferred Stock, the remaining assets and funds of the
Corporation shall be distributed among the holders of the Common Stock according
to their respective shares.
FOURTH: No holder of stock of the Corporation shall have any right
as such holder to subscribe for or acquire from the Corporation any stock,
whether such stock
10
be a part of the presently authorized stock or a part of any future increase
thereof, or any bonds, notes, debentures, or other securities convertible into
stock of the Corporation which the Corporation may from time to time issue; and
the Corporation shall have the right from time to time, without offering the
same to the holders of such stock of any class then outstanding, to issue and
sell shares of its stock of any class or any such bonds, notes, debentures or
other securities convertible into stock to such person or persons as its Board
of Directors from time to time shall determine. As used in this section, the
expression "securities convertible into stock" shall be deemed to include all
bonds, notes, debentures or other evidence of indebtedness to which are
attached, or with which are issued, warrants or other instruments evidencing the
right to purchase or otherwise acquire shares of stock of the Corporation.
FIFTH: The office of the Corporation is to be located in the City
of New York, County of New York, State of New York.
SIXTH: The duration of the Corporation shall be perpetual.
SEVENTH: The number of its Directors shall be as set forth in the
By-Laws of this Corporation but shall at no time be less than three (3) nor more
than thirteen (13). At the 1985 annual meeting of stockholders, the directors
shall be divided into three classes, as nearly equal in number as possible, with
the term of office of the first class to expire at the 1986 annual meeting of
stockholders, the term of office of the second class to expire at the 1987
annual meeting of stockholders, and the term of office of the third class to
expire at the 1988 annual meeting of stockholders. Increases or decreases in the
total number of authorized directors shall be allocated among the classes of
directors, so as to retain the number of directors in each class as nearly equal
in number as possible. At each annual meeting
11
of stockholders following such initial classification and election, directors
elected to succeed those directors whose terms expire shall be elected for a
term of office to expire at the third succeeding annual meeting of stockholders
after their election; directors elected to fill a vacancy shall be elected for a
term equal to the remaining term of office of the class to which such directors
shall have been elected.
Subject to the rights of then-outstanding holders of any class or series of
the capital stock of the Corporation entitled to vote generally in the election
of directors (hereinafter in this Article SEVENTH and paragraph (1)(a) of
Article NINTH of this Certificate of Incorporation such stock is referred to as
the "Voting Stock"), newly created directorships resulting from any increase in
the authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the directors
then in office, though less than a quorum, and directors so chosen shall hold
office for a term expiring at the next regular annual meeting of stockholders at
which directors are to be elected. No decrease in the number of authorized
directors constituting the entire Board of Directors shall shorten the term of
any incumbent director.
Subject to the rights of the holders of any class or series of the Voting
Stock then-outstanding, any director, or the entire Board of Directors, may be
removed from office at any time, but only for cause and only by resolution
adopted by the directors or by the affirmative vote of the holders of at least
80 percent of the voting power of all of the then-outstanding shares of the
Voting Stock, voting together as a single class. Notwithstanding any other
provisions of this Certificate of Incorporation or any provision of law which
might otherwise permit a lesser vote, but not in derogation of any special vote
of the holders of
12
any particular class or series of the Voting Stock required by law, this
Certificate of Incorporation, of any designation of the rights, powers and
preferences of any class or series of Preferred Stock made pursuant to Article
THIRD of this Certificate of Incorporation ("Preferred Stock Designation"), the
affirmative vote of the holders of at least 80 percent of the voting power of
all of the then-outstanding shares of Voting Stock, voting together as a single
class, shall be required to alter, amend or repeal this Article SEVENTH, unless
such alteration, amendment or repeal has been first approved by a resolution
adopted by the Board of Directors.
EIGHTH: The Secretary of State of the State of New York is hereby
designated as the agent of the Corporation upon whom process in any action or
proceeding against it may be served, and the address to which the Secretary of
State shall mail a copy of such process served upon him is 600 Third Avenue, New
York, New York 10016.
NINTH: The following provisions are inserted for the regulation of
the business and conduct of the affairs of the Corporation and it is expressly
provided that they are intended to be in furtherance and not in limitation or
exclusion of the powers conferred by statute:
(1) The Board of Directors of the Corporation shall have power among
other things:
(a) To make, alter, amend and repeal the By-Laws of this
Corporation, subject to the power of the holders of the
Voting Stock to alter, amend or repeal the By-Laws;
provided, however, that notwithstanding any other provisions
of this Certificate of Incorporation or any provision of law
which might otherwise permit a lesser vote or no vote, but
in addition of any affirmative vote of the holders of any
particular class or series of the capital stock required by
law, this Certificate of Incorporation or any Preferred
Stock Designation, the
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affirmative vote of the holders of at least 80 percent of
the voting power of all of the then-outstanding shares of
the Voting Stock, voting together as a single class, shall
be required to (i) alter, amend or repeal any provision of
the By-Laws which is to the same effect as Article SEVENTH
of this Certificate of Incorporation, or which establishes
the manner in which a special meting of the stockholders of
this Corporation may be called, or which prescribes the
manner in which the By-Laws may be amended, or (ii) alter,
amend or repeal any provision of this proviso to this
paragraph (1)(a) of Article NINTH, unless such alteration,
amendment or repeal has been first approved by the Board of
Directors.
(b) From time to time to determine whether and to what extent
and at what times and places and under what conditions and
regulations the accounts and books of the Corporation (other
than the stock book), or any of them, shall be open to the
inspection of the stockholders, and no stockholder shall
have any right, except as conferred by statute, to inspect
any account, book or document of the Corporation unless
expressly so authorized by resolution of the Board of
Directors or the stockholders.
(c) From time to time to fix and determine and to vary the
amount of the working capital of the Corporation, to direct
and determine whether any, and if any, what part, of the
surplus or net profits of the Corporation shall be declared
in dividends and paid to the stockholders, and to set apart
any of the funds of the Corporation otherwise available for
dividends as a reserve or reserves for any proper purpose
and to abolish any such reserve in the manner in which it
was created.
(d) By resolution passed by a majority of the whole Board of
Directors, to designate three or more of its members to
constitute an Executive Committee,
14
which, to the extent provided in said resolution or in the
By-Laws of the Corporation, shall have and may exercise such
of the powers of the Board of Directors in the management of
the business and affairs of the Corporation as may be
lawfully delegated.
(2) In the absence of fraud, no contract or other transaction between
the Corporation and any other corporation and no act of the Corporation shall in
any way be invalidated or otherwise affected by the fact that any of the
Directors of the Corporation are pecuniarily or otherwise interested in, or are
directors or officers of, such other corporation. Any Director of the
Corporation, individually, or any firm or association of which any Director may
be a member, may be a party to, or may be pecuniarily or otherwise interested in
any contract or transaction of the Corporation, provided that the fact that he,
individually, or such firm or association is so interested shall be disclosed or
shall have been known to the Board of Directors, or such members thereof as
shall be present at any meeting of the Board of Directors at which action upon
any such contract or transaction shall be taken; and any Director of the
Corporation who is also a director or officer of such other corporation, or who
is so interested, may be counted in determining the existence of a quorum at any
meeting of the Board of Directors or of any committee of the Corporation which
is authorizing any such contract or transaction, and may vote thereat to
authorize any such contract or transaction with like force and effect as if he
were not such director or officer of such other corporation or not so
interested. Any contract, transaction or act of the Corporation or of the
Directors or of any committee, which shall be ratified by a majority of a quorum
of the stockholders of the Corporation at any annual meeting, or at any special
meeting called for such purpose,
15
shall, in so far as permitted by law, be as valid and as binding as though
ratified by every stockholder of the Corporation.
(3) Any person made a party to any action, suit or proceeding by
reason of the fact that he, his testator or intestate, is or was a Director,
officer or employee of the Corporation or of any corporation for which he served
as such at the request of the Corporation, shall be indemnified by the
Corporation against the reasonable expenses, including attorneys' fees, actually
and necessarily incurred by him in connection with the defense of such action,
suit or proceeding, or in connection with any appeal therein, except in relation
to matters as to which it shall be adjudged in such action, suit or proceeding
that such officer, Director or employee is liable for negligence or misconduct
in the performance of his duties. Such right of indemnification shall not be
deemed exclusive of any other rights to which such Director, officer or employee
may be entitled apart herefrom. Any amount payable by way of indemnity, whether
the action, suit or proceeding reaches final judgment, or is settled with court
approval before final judgment, shall be determined and paid in accordance with
the then applicable provisions of the statues of the State of New York;
provided, however, that if such amount is paid otherwise than pursuant to court
order or action by the stockholders, the Corporation shall within eighteen
months from the date of such payment mail to its stockholders of record at the
time entitled to vote for the election of Directors a statement specifying the
persons paid, the amounts of the payments and the final disposition of the
litigation.
(5) The amendments to this Restated Certificate of Incorporation were
authorized and approved by the Board of Directors, followed by a vote of the
majority of all
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outstanding shares entitled to vote therein under Section 807 of the Business
Corporation Law.
IN WITNESS WHEREOF, we have signed this Certificate on the 2nd day of
November 1995, and we affirm the statements contained therein as true under
penalties of perjury.
/s/ BERNARD L. SCHWARTZ /s/ MICHAEL B. TARGOFF
- ------------------------ -----------------------
Bernard L. Schwartz Michael B. Targoff
Chairman of the Board Secretary
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EXHIBIT 99(K)(II)
CERTIFICATE OF MERGER
OF
LAC ACQUISITION CORPORATION
INTO
LORAL CORPORATION
Under Section 905 of The Business Corporation Law
The undersigned, Frank H. Menaker, Jr. and Stephen M. Piper, the Vice
President and General Counsel and the Assistant Secretary, respectively, of
Loral Corporation, a domestic corporation duly organized and existing under the
laws of the State of New York ("LORAL"), do hereby certify that:
FIRST: (a) The name of each constituent corporation to the merger
(the "MERGER") is as follows:
(i) LORAL CORPORATION (formerly LORAL ELECTRONICS CORPORATION); and
(ii) LAC ACQUISITION CORPORATION ("LAC").
(b) The name of the surviving corporation is LORAL CORPORATION.
SECOND: (a) With respect to Loral, the designation and number of
outstanding shares of each class and series as of the close of business on
April 22, 1996 (the "SPECIFIED TIME") are as follows:
(i) 176,162,588 shares of common stock, par value $0.25 per share
(the "LORAL COMMON STOCK"), which Loral Common Stock is entitled to vote; and
(ii) no shares of Series A Preferred Stock, par value $1.00 per
share ("LORAL PREFERRED STOCK"), which Loral Preferred Stock is entitled to
vote.
(b) The number of outstanding shares of Loral Preferred Stock is
subject to change prior to the Effective Time (as defined in Paragraph SEVENTH
hereof) in the following manner; with respect to Loral Preferred Stock, Loral is
party to a Rights Agreement, dated January 10, 1996, as amended (the "RIGHTS
AGREEMENT"), between itself and The Bank of New York, as rights agent, pursuant
to which, upon the occurrence of certain events specified therein, the rights
issued thereunder may entitle the holders of such rights to purchase one
one-thousandth
of a share of Loral Preferred Stock on terms specified in such Rights Agreement.
In the event that any events occur prior to the Effective Time which entitle the
holders of the rights to purchase shares of Loral Preferred Stock and any
holders of the right exercise their purchase rights related thereto, the number
of shares of Loral Preferred Stock outstanding of Loral Corporation will change.
THIRD: (a) With respect to LAC, the designation and number of
outstanding shares of each class and series as of the close of business on the
Specified Time are 100 shares of Common Stock, par value $0.01 per share.
(b) The number of outstanding shares of LAC Common Stock is not
subject to change prior to the Effective Time.
FOURTH: Upon the Merger becoming effective, each share of LAC
Common Stock issued and outstanding immediately prior to the Effective Time
shall, without any action on the part of the holder thereof, be converted into
and exchangeable for one share of Loral Common Stock.
FIFTH: The Amended and Restated Certificate of Incorporation of
Loral shall be the certificate of incorporation of the surviving corporation;
provided, that Article First of the Amended and Restated Certificate of
- --------
Incorporation shall be amended to read in its entirety as follows:
"First: The name of the Corporation is Lockheed Martin Tactical
Systems, Inc."
SIXTH: Upon the Merger becoming effective;
(i) each Loral Share issued and outstanding immediately prior to
the Effective Time (other than (x) Loral Shares held by Lockheed
Martin Corporation, a Maryland Corporation ("LMC"), or any subsidiary
of LMC, (y) Loral Shares held in the treasury of Loral or held by any
subsidiary of Loral (other than a Retained Subsidiary (as defined in
the Agreement and Plan of Merger (the "MERGER AGREEMENT"), dated as of
January 7, 1996, by and among Loral, LMC and LAC)), and (z) Dissenting
Shares (as defined in the Merger Agreement)), shall, by virtue of the
Merger and without any action on the part of the holder thereof, be
canceled and retired and cease to exist, and shall be converted into
the right to receive $38.00 in cash, without interest thereon, for
each such Loral Share upon surrender of the certificate formerly
representing ownership of such Loral Share;
(ii) each Loral Share held in the treasury of Loral or held by
any subsidiary of Loral (other than a Retained Subsidiary), and each
Loral Share held by LMC or any subsidiary of LMC, immediately prior to
the Effective Time shall, by virtue
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of the Merger and without any action on the part of the holder
thereof, be canceled and retired and cease to exist; and
(iii) each Dissenting share shall be converted into the right to
receive such consideration as may be determined to be due in respect
of such Dissenting Share pursuant to the laws of the State of New
York; provided, that any Dissenting Shares outstanding immediately
--------
prior to the Effective Time and held by a stockholder who shall have
failed to perfect or shall have effectively withdrawn or lost such
holder's right to appraisal and payment under the New York Business
Corporation Law, shall be converted into and become exchangeable for
the right to receive $38.00 in cash, without interest thereon.
SEVENTH: The effective time of the Merger is April 29, 1996 (the
"EFFECTIVE TIME").
EIGHTH: The certificate of incorporation of Loral Corporation
(formerly Loral Electronics Corporation) was filed by the Department of State on
February 24, 1948. The certificate of incorporation of LAC Acquisition
Corporation was filed by the Department of State on December 8, 1995.
NINTH: The Merger Agreement and the Merger were approved by the
Board of Directors of LAC on January 7, 1996.
TENTH: The Merger Agreement and the Merger were approved by LMC,
the sole shareholder of LAC on January 7, 1996.
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IN WITNESS WHEREOF, the undersigned have duly signed and verified this
certificate this 23rd day of April, 1996 under penalty of perjury.
LOCAL CORPORATION
/S/ Frank H. Menaker, Jr.,
----------------------------------------
Frank H. Menaker, Jr., Vice President
and General Counsel
/s/ Stephen M. Piper
----------------------------------------
Stephen M. Piper, Assistant Secretary
Verification
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State of New York )
) ss:
County of New York )
Stephen M. Piper, being duly sworn, deposes and says that he is the
Assistant Secretary of Loral Corporation, that he has read the foregoing
certificate and knows the contents thereof, and that the statements contained
therein are true.
/s/ Stephen M. Piper
---------------------------------------
Stephen M. Piper, Assistant Secretary
Sworn to before me this
23rd day of April 1996
/s/ Susan N. Praeger
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Notary Public
[ADDRESS OF SUSAN N. PRAEGER APPEARS HERE]
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