CERTIFICATE OF INCORPORATION
OF
ACCO CONTROLS, INC.
1. The name of the corporation is ACCO Cable Controls, Inc.
2. The address of the corporation's registered office in
Delaware is 15 North Street, Dover (Kent County), Delaware 19901. United
Corporate Services, Inc., is the corporation's registered agent at that address.
3. The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the Delaware
General Corporation Law.
4. The corporation shall have authority to issue a total of
1000 shares of common stock of the par value of $0.01 per share.
5. The name of the sole incorporator is Brett S. Director and
his mailing address is c/o Kaye, Scholer, Fierman, Hays & Handler, L.L.P., 425
Park Avenue, New York, New York
10022.
6. The Board of Directors shall have the power to make, alter
or repeal the by-laws of the corporation.
7. The election of Board of Directors need not be by written
ballot.
8. The corporation shall indemnify to the fullest extent
permitted by Section 145 of the General Corporation Law of Delaware as amended
from time to time each person who is or was a director or officer of the
corporation and the heirs, executors and administrators of such a person. Any
repeal or modification of this ARTICLE EIGHT shall not adversely affect any
right or protection of the corporation existing at the time of such repeal or
modification.
9. The corporation expressly elects not to be governed by
Section 203 of the General Corporation Law of the State of Delaware.
Dated: November 5, 1997.
-------------------------------
/s/ Brett S. Director
Sole Incorporator
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
ACCO CABLE CONTROLS, INC.
The undersigned being the Sole Director of the corporation, hereby
certifies as follows:
FIRST: The name of the corporation is ACCO Cable Controls, Inc.
SECOND: The corporation hereby amends its Certificate of Incorporation as
follows:
Paragraph FIRST of the Certificate of Incorporation, relating to the
corporate title of the corporation, is hereby amended to read as
follows:
"1. The name of the corporation is Trident Automotive, Inc."
THIRD: This Certificate of Amendment has been duly adopted in accordance
with the provisions of Section 241 of the General Corporation Law of the State
of Delaware.
FOURTH: The corporation has not received any payment for any of its stock.
IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements
made herein are true under penalties of perjury, this day of December 8, 1997.
-------------------------------
/s/ Charles W. Moore
Sole Director
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
TRIDENT AUTOMOTIVE, INC.
Trident Automotive, Inc., a Delaware corporation (the "Corporation"),
hereby certifies as follows:
FIRST: The name of the corporation is Trident Automotive, Inc.
SECOND: The corporation amends its Certificate of Incorporation as follows:
Paragraph FIRST of the Certificate of Incorporation is hereby amended in
its entirety to read as follows:
"1. The name of the corporation is Dura Automotive Systems Cable
Operations, Inc."
THIRD: This Certificate of Amendment has been duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, Trident Automotive, Inc. has caused this Certificatge
of Amendment to be signed by its duly authorized officer this 27th day of
August, 1998.
TRIDENT AUTOMOTIVE, INC.
By: ----------------------------
/s/ John A. Krsul
Its: Secretary