CERTIFICATE OF INCORPORATION
OF
O'GARA COMPANIES, A DELAWARE CORPORATION
FIRST. The name of this corporation shall be:
O'GARA COMPANIES, A DELAWARE CORPORATION
SECOND. Its registered office in the State of Delaware is to be located at
1013 Centre Road, in the City of Wilmington, County of New Castle 19805, and its
registered Agent at such address is CORPORATION SERVICE COMPANY.
THIRD. The purpose or purposes of the corporation shall be:
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH. The total number of shares of stock which this corporation is
authorized to issue is:
One Hundred Thousand (100,000) shares without par value.
FIFTH. The name and address of the incorporator is as follows:
Jane S. Krayer
Corporation Service Company
1013 Centre Road
Wilmington, DE 19805
SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.
SEVENTH. No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law, (i) for 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 of a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which director derived an
improper personal benefit. No amendment to or repeal of this Article Seventh
shall apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment.
EIGHTH. The corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said Section from and against any and all of the expenses,
liabilities or other matters referred to or covered by said Section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested directors, or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
IN WITNESS WHEREOF, The undersigned, being the incorporator hereinbefore
named, has executed, signed and acknowledged this certificate of incorporation
this nineteenth day of December, A.D. 1988.
/s/ Jane S. Krayer
---------------------------
Jane S. Krayer
Incorporator
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
O'GARA COMPANIES, A DELAWARE 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 at a meeting of the Board of Directors of O'GARA
COMPANIES, A DELAWARE CORPORATION resolutions were duly adopted
setting forth a proposed amendment of 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 thereof. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, That Article First of the Corporation's Certificate of
Incorporation shall be, subject to the approval by the Corporation's
shareholders upon submission of the proposal to them for a vote (which
submission is hereby directed), amended in its entirety to read as
follows:
"FIRST. The official corporate name of this Corporation
shall be: O'Gara-Hess & Eisenhardt Armoring Company."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the foregoing resolution was approved by the Corporation's
stockholders upon submission of the resolution to them for a vote,
pursuant to Section 228 of the Delaware General Corporation Law.
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 O'Gara Companies has caused this Certificate to be
executed by Paul M. Engelhart, its President, and Wilfred T. O'Gara its
Secretary, this 31st day of January, 1990.
O'GARA COMPANIES, A DELAWARE
CORPORATION
By: /s/ Paul M. Engelhart
------------------------------
President
ATTEST:
/s/ Wilfred T. O'Gara
------------------------------
Secretary
CERTIFICATE OF CONVERSION
FROM A CORPORATION TO
A LIMITED LIABILITY COMPANY
OF
O'GARA-HESS & EISENHARDT ARMORING COMPANY
(Under Section 266 of the General Corporation Law)
O'GARA-HESS & EISENHARDT ARMORING COMPANY, a corporation organized and
existing under the laws of the State of Delaware, hereby certifies as follows:
FIRST: The name of the corporation immediately prior to the filing of this
Certificate of Conversion is O'GARA-HESS & EISENHARDT ARMORING COMPANY (the
"Corporation") and the name that the Corporation was originally incorporated
under is O'GARA COMPANIES, A DELAWARE CORPORATION.
SECOND: The date the Certificate of Incorporation of the Corporation was
filed on is December 19,1988.
THIRD: The name of the limited liability company into which the Corporation
shall be converted is O'GARA-HESS & EISENHARDT ARMORING COMPANY, L.L.C.
FOURTH: The conversion of the Corporation shall be effective on June
30, 2003.
FIFTH: The conversion of the Corporation herein certified has been has been
approved in accordance with the provisions of Sections 228 and 266 of the
General Corporation Law of Delaware.
Dated: June 30, 2003
O'GARA-HESS & EISENHARDT
ARMORING COMPANY
By: /s/ Robert R. Schiller
------------------------------
Name: Robert R. Schiller
Title: Chairman of the Board
and Vice President
CERTIFICATE OF FORMATION
OF
O'GARA-HESS & EISENHARDT ARMORING COMPANY, L.L.C.
The undersigned, an authorized natural person, for the purpose of forming a
limited liability company, under the provisions and subject to the requirements
of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code
and the acts amendatory thereof and supplemental thereto, and known, identified,
and referred to as the "Delaware Limited Liability Company Act"), hereby
certifies that:
FIRST: The name of the limited liability company (hereinafter called the
"Limited Liability Company") is O'GARA-HESS & EISENHARDT ARMORING COMPANY,
L.L.C.
SECOND: The address of the registered office and the name and the address
of the registered agent of the limited Liability Company required to be
maintained by Section 18-104 of the Delaware Limited Liability Company Act are:
Corporation Service Company
2711 Centerville Road, Suite 400
Wilmington, Delaware 19808
THIRD: The Limited Liability Company shall, to the fullest extent permitted
by the provisions of the Delaware Limited Liability Company Act, as the same may
be amended and supplemented, indemnify the members, managers, officers and
directors of the Limited Liability Company.
FOURTH: The formation of the Limited Liability Company shall be effective
on June 30, 2003.
Dated: June 30, 2003
/s/ Robert R. Schiller
---------------------------
Robert R. Schiller
Authorized Person