CERTIFICATE OF INCORPORATION
OF
BF ACQUISITION CO.
ARTICLE ONE
The name of the corporation is BF Acquisition Co.
ARTICLE TWO
The address of the corporation's registered office in the State of
Delaware is 229 South State Street, in the City of Dover, County of Kent 19901.
The name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.
ARTICLE THREE
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.
ARTICLE FOUR
The total number of shares of stock which the corporation has
authority to issue is 1,000 shares of Common Stock, with a par value of $.01 per
share.
ARTICLE FIVE
The name and mailing address of the sole incorporator are as follows:
NAME MAILING ADDRESS
---- ---------------
Gary R. Wendorf 200 East Randolph Drive
56th Floor
Chicago, Illinois 60601
ARTICLE SIX
The corporation is to have perpetual existence.
ARTICLE SEVEN
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 EIGHT
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 NINE
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. Any repeal or
modification of this ARTICLE NINE shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
ARTICLE TEN
Unless this Certificate of Incorporation is amended or repealed with
respect to this ARTICLE TEN or unless the by-laws of the corporation designate
otherwise, the corporation expressly elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.
-2-
ARTICLE ELEVEN
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 herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
* * * * *
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I, THE UNDERSIGNED, being the sole incorporator herein-before named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, under penalties of perjury 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 on the 16th
day of August, 1989.
/s/ Gary R. Wendorf
----------------------------------------
Gary R. Wendorf, Sole Incorporator
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BF ACQUISITION CO.
* * * * *
Adopted in accordance with the
provisions of Section 242 of the
General Corporation Law of the
State of Delaware
* * * * *
Ronald M. Bass and Dwight B. Woodruff, being the Vice President and
Assistant Secretary, respectively, of BF Acquisition Co., a corporation
organized and existing under and by virtue of the laws of the State of Delaware
(the "Corporation"), do hereby certify as follows:
FIRST: The Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation") is hereby amended by deleting ARTICLE ONE in its
entirety and substituting in lieu thereof a new ARTICLE ONE as follows:
ARTICLE ONE
The name of the corporation is Break-Free Inc.
SECOND: The Board of Directors of the Corporation approved the
foregoing amendment pursuant to the provisions of Sections 141(f) and 242 of the
General Corporation Law of the
State of Delaware and directed that the amendment be submitted to the sole
stockholder of the Corporation for its consideration and approval.
THIRD: The sole stockholder of the Corporation approved the foregoing
amendment pursuant to the provisions of Sections 228(c) and 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being the Vice President and
Assistant Secretary hereinabove named, for the purpose of amending the
Certificate of Incorporation of the Corporation pursuant to the General
Corporation Law of the State of Delaware, under penalties of perjury do each
hereby declare and certify that this is the act and deed of the Corporation and
the facts stated herein are true, and accordingly have hereunto signed this
Certificate of Amendment of Certificate of Incorporation this 31st day of
August, 1989.
BF ACQUISITION CO.
/s/ Ronald M. Bass
----------------------------------------
Ronald M. Bass,
Vice President
ATTEST:
/S/ Dwight B. Woodruff
- --------------------------------
Dwight B. Woodruff,
Assistant Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BREAK-FREE INC.
Break-Free Inc., a corporation duly organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify that:
I. The amendment to the Corporation's Certificate of Incorporation set
forth below was duly adopted in accordance with the provisions of Section
242 and has been consented to in writing by the sole stockholder in
accordance with Section 228 of the General Corporation Law of the State of
Delaware.
II. Article FOUR of the Corporation's Certificate of Incorporation is
amended to read in its entirety as follows:
"The total number of shares of stock which this corporation is
authorized to issue is 10,000 shares of Common Stock, with a par value
of $.01 per share. Upon the amendment of this article to read as
herein set forth, each outstanding share is split up and converted
into 7.628 shares."
IN WITNESS WHEREOF, Break-Free Inc. has caused this Certificate to be
executed by Arne F. Haug, its authorized officer, on this 3rd day of September,
1997.
By: /s/ Arne F. Haug
------------------------------------
Arne F. Haug
Chairman of the Board
CERTIFICATE OF CORRECTION
FOR THE
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BREAK-FREE INC.
Break-Free Inc., a corporation duly organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify that:
I. On December 1, 1997, Arne Haug, as the authorized agent of Break-
Free Inc., executed an amendment to the Corporation's Certificate of
Incorporation which was duly adopted in accordance with the provisions
of Section 242 and was consented to in writing by the sole stockholder
in accordance with Section 228 of the General Corporation Law of the
State of Delaware.
II. The Certificate of Amendment executed on December 1, 1997
contained a clerical error in the number of shares that each share was
to be split up and converted into. The Certificate of Amendment states
in relevant part:
"Upon the amendment of this article to read as
herein set forth, each outstanding share is split
up and converted into 7.847 shares."
III. The Certificate of Amendment shall be corrected by this
Certificate of Correction pursuant to Section 103(f) of the General
Corporation Law of the State of Delaware. The Certificate of Amendment
shall be corrected to state:
"Upon the amendment of this article to read as
herein set forth, each outstanding share is split
up and converted into 78.47 shares."
IN WITNESS WHEREOF, Break-Free Inc. has caused this Certificate of
Correction to be executed by Arne F. Haug, its authorized officer, on this 17th
day of February, 1997.
By: /s/ Arne F. Haug
------------------------------------
Arne F. Haug
Chairman of the Board
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BREAK-FREE INC.
Break-Free Inc., a corporation duly organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify that:
I. The amendment to the Corporation's Certificate of Incorporation set
forth below was duly adopted in accordance with the provisions of Section
242 and has been consented to in writing by the sole stockholder in
accordance with Section 228 of the General Corporation Law of the State of
Delaware.
II. Article FOUR of the Corporation's Certificate of Incorporation is
amended to read in its entirety as follows:
"The total number of shares of stock which this corporation
is authorized to issue is 10,000 shares of Common Stock,
with a par value of $.01 per share. Upon the amendment of
this article to read as herein set forth, each outstanding
share is split up and converted into 7.847 shares."
IN WITNESS WHEREOF, Break-Free Inc. has caused this Certificate to be
executed by Arne F. Haug, its authorized officer, on this 1st day of December,
1997.
By: /s/ Arne F. Haug
------------------------------------
Arne F. Haug
Chairman of the Board