Exhibit 3.101
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
USOP MERCHANDISING COMPANY
USOP MERCHANDISING COMPANY, a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is USOP MERCHANDISING COMPANY and
the name under which the corporation was originally
incorporated is AM\PM ACQUISITION CORP. The date of filing of
its original Certificate of Incorporation with the Secretary
of State was July 3, 1996.
2. This Amended and Restated Certificate of Incorporation
restates and integrates and further amends the Certificate of
Incorporation of this corporation in its entirety.
3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is further amended and restated hereby
to read as herein set forth in full:
l. The name of the corporation is USOP MERCHANDISING COMPANY.
2. The address of its registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its
registered agent at such address is The Corporation Trust
Company.
3. 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 Delaware and in general, to possess and exercise all
the powers and privileges granted by the General Corporation
Law of Delaware or by any other law of Delaware or by this
Certificate of Incorporation together with any powers
incidental thereto, so far as such powers and privileges are
necessary
or convenient to the conduct, promotion or attainment of the
business or purposes of the corporation.
4. The total number of shares of stock which the corporation
shall have authority to issue is: One Thousand (1,000) shares
of Common Stock; all of such shares shall be without par
value.
5. The corporation is to have perpetual existence.
6. 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.
7. A director of the corporation shall not be personally
liable to the corporation or 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, (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 Delaware General Corporation Law, or (iv) for any
transaction from which the director derived any improper
personal benefit.
4. This Amended and Restated Certificate of Incorporation was duly
adopted by unanimous written consent of the stockholders in accordance
with the applicable provisions of Section 228, 242 and 245 of the
General Corporation Law of the State of Delaware.
5. This Amended and Restated Certificate of Incorporation shall be
effective on October 1, 1998.
IN WITNESS WHEREOF, said USOP MERCHANDISING COMPANY. has caused this Amended and
Restated Certificate of Incorporation to be signed by Mark D. Director, its Vice
President, this Twenty-Fifth day of September, 1998.
USOP MERCHANDISING COMPANY
By: /s/ Mark D. Director
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Vice President