CERTIFICATE
OF INCORPORATION
The
undersigned, David M. Sherbin certifies that he is Vice President,
General Counsel and Chief Compliance Officer of Delphi Corporation,
a corporation organized and existing under the laws of the State of
Delaware (the “Corporation”) and does hereby further
certify as follows:
The
original certificate of incorporation (the “Original”)
of the Corporation was filed with the Secretary of State of the
State of Delaware on September, 16, 1998 under the name of Delphi
Automotive Systems Corporation.
The
Corporation filed a plan of reorganization which, pursuant to
Chapter 11 of Title 11 of the United States Code, was
confirmed by an order, dated January 25, 2008 (the
“Plan”), of the United States Bankruptcy Court for the
Southern District of New York (the “Court”), a court
having jurisdiction of a proceeding under the United States
Bankruptcy Code, and that such order, provides for the making and
filing of this Amended and Restated Certificate of Incorporation.
The Plan was further modified by the Corporation and approved by
the Court on July 30, 2009.
This
Amended and Restated Certificate of Incorporation amends and, as
amended, restates in its entirety the Corporation’s
certificate of incorporation and has been duly proposed by
resolutions adopted and declared advisable by the Board of
Directors of the Corporation and, duly executed and acknowledged by
the officers of the Corporation in accordance with
Sections 242, 245 and 303 of the General Corporation Law of
the State of Delaware.
The
text of the certificate of incorporation of the Corporation is
hereby amended and restated to read in its entirety as
follows:
1. The name
of the corporation is: DPH HOLDINGS CORP. (the
“Corporation”).
2. The
address of the Corporation’s registered office in the State
of Delaware is: Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801. The name of its
registered agent at such address is: The Corporation Trust
Company.
3. The
business purpose of the Corporation is to provide consulting and
transition services, as needed, under the Corporation’s plan
of reorganization
confirmed
by an order, dated January 25, 2008 of the United States
Bankruptcy Court for the Southern District of New York (the
“Court”), as further modified by the Corporation and
approved by the Court on July 30, 2009 (the
“Plan”) and other business ancillary to the foregoing.
The Corporation shall not be permitted to engage in any activities
inconsistent with the foregoing business purpose. The Corporation
may engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of
Delaware as set forth in Title 8 of the Delaware Code (the
“GCL”) to accomplish the foregoing business
purpose.
4. The
total number of shares of stock which the Corporation shall have
authority to issue is: 1,000 shares of Common Stock, each having a
par value of one cent ($0.01) and 1,000 shares of Preferred Stock,
each having a par value of one cent ($0.01).
a. The
Board of Directors is expressly authorized to provide for the
issuance of all or any shares of the Pref
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