STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/16/1993
932595179 - 2136219
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ROLLER BEARING COMPANY OF AMERICA, INC.
The undersigned, for the purpose of amending and restating the Certificate
of Incorporation of Roller Bearing Company of America, Inc., a Delaware
corporation (the "Corporation"), do hereby certify that:
1. The Corporation was originally incorporated under the name RBC Holdings
Corp.;
2. The date of filing of the Corporation's original Certificate of
Incorporation with the Secretary of State of Delaware was August 27, 1987;
3. This Amended and Restated Certificate of Incorporation has been duly
adopted pursuant to Sections 242 and 245 of the Delaware General Corporation
Law; and
4. The Certificate of Incorporation of the Corporation is hereby amended
and restated in its entirety as follows:
FIRST: The name of the Corporation is:
Roller Bearing Company of America, Inc.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle,
and the name of its registered agent at the address is Corporation Service
Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH: The Corporation shall be authorized to issue one class of stock to
be designated Common Stock, the total number of shares which the Corporation
shall have authority to issue is one thousand (1,000) and each share shall have
a par value of one cent ($0.01).
FIFTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, repeal, alter,
amend and rescind the bylaws of the Corporation.
SIXTH: Elections of directors need not be written ballot unless the bylaws
of the Corporation shall so provide.
SEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereinafter prescribed by statute, and all
rights conferred on stockholders herein are granted subject to this reservation.
EIGHTH: To the fullest extent permitted by the Delaware General
Corporation Law 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. If the Delaware
General Corporation Law is amended after the date of the filing of this Amended
and Restated Certificate of Incorporation to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended from
time to time. No repeal or modification of this Article EIGHTH by the
stockholders shall adversely affect any right or protection of a director of the
Corporation existing by virtue of this Article EIGHTH at the time of such repeal
or modification.
NINTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
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 the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the 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 the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the 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 the Corporation, as the case may be, and also on the
Corporation.
IN WITNESS WHEREOF, the undersigned have executed this Amended and
Restated Certificate of Incorporation on behalf of the Corporation and have
attested such execution and do verify and affirm, under penalty of perjury, that
this Amended and Restated Certificate of Incorporation is an act and deed of the
Corporation and that the facts stated herein are true as of this 15th day of
September, 1993.
ROLLER BEARING COMPANY OF
AMERICA, INC.
By: /s/ Kurt B. Larsen
-----------------------------------
Kurt B. Larsen, Vice President and
Assistant Secretary
ATTEST:
/s/ Richard K. Roeder
Richard K. Roeder, Assistant Secretary
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