BPP ACQUISITION CORPORATION
CHARTER DOCUMENTS
State of Delaware
Office of the Secretary of State
-------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "BPP ACQUISITION CORPORATION", FILED IN THIS OFFICE ON THE
EIGHTEENTH DAY OF JUNE, A.D. 1996, AT 3 0'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY
RECORDER OF DEEDS FOR RECORDING.
[SEAL] /s/ Edward J. Freel
--------------------------------------
Edward J. Freel, Secretary of State
2633533 8100 AUTHENTICATION: 7991553
960178082 DATE: 06-18-96
CERTIFICATE OF INCORPORATION
OF
BPP ACQUISITION CORPORATION
ARTICLE I
NAME OF CORPORATION
The name of this corporation is:
BPP Acquisition Corporation
ARTICLE II
REGISTERED OFFICE
The address of the registered office of the corporation in the State of
Delaware is 9 East Loockerman Street, in the City of Dover 19901, County of
Kent, and the name of its registered agent at that address is National
Registered Agents, Inc.
ARTICLE III
PURPOSE
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.
ARTICLE VI
AUTHORIZED CAPITAL STOCK
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 such share shall have
a par value of one cent ($0.01).
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 PM 06/16/1996
960178082 - 2633533
ARTICLE V
INCORPORATION
The name and mailing address of the incorporator of the corporation is:
Kurt B. Larsen
c/o Aurora Capital Partners L.P.
1800 Century Park East, Suite 1000
Los Angeles, California 90067
ARTICLE VI
BOARD POWER REGARDING BYLAWS
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.
ARTICLE VII
ELECTION OF DIRECTORS
Elections of directors need not be by written ballot unless the bylaws of
the corporation shall so provide.
ARTICLE VIII
LIMITATION OF DIRECTOR LIABILITY
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 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 VIII by the stockholders shall adversely affect any
right or protection of a director of the corporation existing by virtue of this
Article VIII at the time of such repeal or modification.
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ARTICLE IX
CORPORATE POWER
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 on stockholders herein
are granted subject to this reservation.
ARTICLE X
CREDITOR COMPROMISE OR ARRANGEMENT
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
stockholder 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 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 Title 8 of the Delaware Code 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 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 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 of 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, by 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.
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THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation to do business both within and without the
State of Delaware, and in pursuance of the Delaware General Corporation Law,
does make and file this Certificate.
Dated: June 18, 1996
/s/ Kurt B. Larsen
---------------------------------
Kurt B. Larsen, Incorporator
LC96164.076/37
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PAGE 1
State of Delaware
Office of the Secretary of State
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "BPP ACQUISITION CORPORATION", CHANGING ITS NAME FROM "BPP ACQUISITION
CORPORATION" TO "RBC LINEAR PRECISION PRODUCTS, INC.", FILED IN THIS OFFICE ON
THE TWENTIETH DAY OF MAY, A.D. 1997, AT 3 O'CLOCK P.M.
/s/ Edward J. Freel
[ESTATE SEAL] -----------------------------------
Edward J. Freel, Secretary of State
2633533 8100 AUTHENTICATION: 8484937
971173689 DATE: 05-28-97
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BPP ACQUISITION CORPORATION
(a Delaware corporation)
Michael S. Gostomski hereby certifies as follows:
FIRST: He is the Chief Financial Officer and Secretary of BPP
Acquisition Corporation, a Delaware corporation (the "Corporation").
SECOND: Article I of the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:
"The name of this corporation is:
RBC Linear Precision Products, Inc."
THIRD: The foregoing amendment of the Certificate of Incorporation
of the Corporation has been approved by the sole stockholder of the Corporation
by written consent in accordance with Sections 228 and 242 of the Delaware
General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by Michael S. Gostomski, its Chief Financial Officer and
Secretary, as of this 15th day of May, 1997.
/s/ Michael S. Gostomski
-------------------------------------
Michael S. Gostomski
Chief Financial Officer and Secretary
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 pm 05/20/1997
971164960 - 2633533