CERTIFICATE OF INCORPORATION
OF
UNITED AUTOCARE PRODUCTS, INC.
THE UNDERSIGNED, acting as incorporator of a corporation under and in
accordance with the General Corporation law of the State of Delaware, do
hereby adopt the following Certificate of Incorporation for such corporation:
ARTICLE 1.
NAME
The name of the corporation is United AutoCare Products Inc.
(hereinafter the "Corporation").
ARTICLE 2.
REGISTERED OFFICE AND AGENT
The registered office of the Corporation in the State of Delaware is
located at 1013 Centre Road, City of Wilmington DE, in the County of New
Castle. The name of the registered agent of the Corporation at such address is
The Prentice-Hall Corporation System, Inc.
ARTICLE 3.
PURPOSE
The purpose for which the Corporation is organized is to engage in
any lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of
the Delaware Code (the "DGCL").
ARTICLE 4.
CAPITAL
The aggregate number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares, par value $.01 per share, designated
Common Stock. Unless specifically provided otherwise herein, the holder of
such shares shall be entitled to one vote for each share held in any
stockholder vote in which any of such holders is entitled to participate.
ARTICLE 5.
DURATION
The Corporation shall have perpetual existence.
ARTICLE 6.
PREEMPTIVE RIGHTS DENIED; NO CUMULATIVE VOTE
No holder of stock of any class or series of the Corporation shall
have any preemptive rights to subscribe for, purchase or
receive any shares of stock of any class or series whether now or hereafter
authorized, or any options or warrants for such shares, or any securities
convertible into or exchangeable for such shares, which may at any time be
issued, sold or offered for sale by the Corporation. Cumulative voting by the
holders of any class and of any series of any such class of the stock of the
Corporation at any election of directors of the Corporation is hereby
prohibited.
ARTICLE 7.
INCORPORATOR
The name of the incorporator of the Corporation is Tambra S. King,
and the mailing address of such incorporator is c/o Trace International
Holdings, Inc., 375 Park Avenue, 11th Floor, New York, New York 10152.
ARTICLE 8.
STOCKHOLDER MEETINGS
Meetings of the 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 DGCL) 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.
ARTICLE 9.
ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS
Pursuant to Section 102(b) of the DGCL, a director of the Corporation
shall not be personally liable to the Corporation of 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; and (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 DGCL; or (iv) for any transaction from which
the director derived an improper personal benefit. To the fullest extent
permitted by the DGCL, as the same exists or may hereafter be amended, a
director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
ARTICLE 10.
INDEMNIFICATION
The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether or not by or in the right of the Corporation) by reason
of the fact that he is or was a director, officer, employee or agent of the
Corporation,
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or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), liability,
loss, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgement,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, or itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, have reasonable cause to believe that his
conduct was unlawful. The right to indemnification under this Article 11 shall
be a contract right and shall include, with respect to directors and officers,
the right to be paid by the Corporation the expenses incurred in defending any
such proceeding in advance of its disposition; provided, however, that if the
DGCL requires, the payment of such expenses incurred by a director or officer
in advance of the final disposition of a proceeding shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately
be determined that such director or officer is not entitled to be indemnified
under this Article 11 or otherwise. The Corporation may, by action of its
Board of Directors, pay such expenses incurred by employees and agents of the
Corporation upon such terms as the Board of Directors deems appropriate.
Indemnification of, and advancement of expenses to, such persons shall be
mandatory to the extent that applicable law provides that the Corporation may
authorize such indemnification and advancement of expenses. Such
indemnification and advancement of expenses shall be in addition to any other
rights to which those seeking indemnification and advancement of expenses may
be entitled under any law, Bylaw, agreement, vote of stockholders or
otherwise. Any repeal or amendment of this Article 11 by the stockholders of
the Corporation or by changes in applicable law shall, to the extent permitted
by applicable law, be prospective only, and shall not adversely affect any
limitation on the personal liability of any director, officer, employee or
agent of the Corporation at the time of such repeal or amendment.
ARTICLE 11.
ARRANGEMENT WITH CREDITORS
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
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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 the DGCL 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 the DGCL, order a meeting of the creditors or
class of creditors, and/or 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 representing three-fourths in value of
the creditors or class of creditors, and/or of the 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 the
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 on all the stockholders or class of stockholders of this
Corporation, as the case may be, and also on this Corporation.
ARTICLE 12.
AMENDMENT OF CORPORATE DOCUMENTS
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.
ARTICLE 13.
MISCELLANEOUS
Election of directors need not be by written ballot. Any director or
the entire board of directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors, except as otherwise provided by law. 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 bylaws of the
Corporation.
ARTICLE 14.
SEVERABILITY
If any provision contained in this Certificate of Incorporation shall
for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not invalidate the entire
Certificate of Incorporation or any other provisions hereof. Such provision
shall be deemed to be modified to the extent necessary to render it valid and
enforceable, then the Certificate of Incorporation shall be construed as if
not containing such provision.
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I, THE UNDERSIGNED, for the purpose of forming the Corporation under
the laws of the State of Delaware, do make, file, and record this Certificate
of Incorporation and do certify that this is my act and deed and that the
facts stated herein are true and accordingly, I do hereunto set my hand on
this 5th day of February, 1997.
By: /s/ Tambra S, King
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Tambra S. King, Incorporator
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