Document 9J4jK0NVG9mExJzBqb18Dj723

CERTIFICATE or AMENDMENT Of rriCATr or orca?.t?*tic of NL INDUSTRIES, INC. It 1* hereby certified thati 1. The name of the corporation (hereinafter called the "Corporation*) ia NL Induatriaa, Inc. ^ V 7. Tha following resolution haa been adopted by tn Board of Directors purauant to Section 14A:7-2(2) of the New Jeraey Business Corporation Actt RESOLVED, that purauant to the authori ty granted to and vetted in the Board of Diractora of the Cor poration (hereinafter calied the "Board of Diractora* or the "Board") in accordance with the proviaiona of the Corpor atlon'a Certificate of Organization, at amended, the Board of Directors hereby creates a aeriea of Preferred Stock, wit hout par vaiue, of the Corporation and hereby atatea the dcsIgnat ion and number of aharea, and flies the relative rl ghta, preferencet, and limitations thereof (in addition t o the proviaiont set forth in the Certificate of Organizat ion, as amended, of the Corporation, which are applicab le to the Preferred Stock of all claaaea and aeries) aa f ollowa, so that Article IV of the Corporation's Certlflcat e of Organization be, and it hereby ia, amended by t nse r t i ng fh-*ln the following Section (0) Immediately p receding Article Vi (D) Preferred Stock-Series Bi (1) Designation and Amount. The aharea of such aeries shall be designated aa "Series B Junior Participating Preferred Stock" (the "Series B Preferred Stock") and the number of aharea constituting such series shall be 1,900,000. Such number of shares may be increased or decreased by resolution of the Board of Olrectorsi provided, that no decrease shall reduce the number of aharea of Series B Preferred Stock to a number lesa than that of the shares then outstanding. / aod/js Cal Subject to the prior and euperlcr rig.-.cs of the holder* of any snares of the $8,613 Preferred Stock, Series A, of the Corporation and of any other series of capital stock of the Corporation ranking prior and superior to the shares of Series 8 Preferred Stock with respect to dividends, the holders of shares of Series B Preferred Stock, in preference to the holders of Common Stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and Decexber in each year (each such iat- being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share [rounded to the nearest cent) equal to the greater of (a) S5 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amoqpt of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock, par value Sl-25 per share, of the Corporation (the "Common Stock") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Seri* B Prti-.-.-J .rc entitled immediately prior to such event under clause (b) of the preceding sentence shall be ad justed by multiplying such amount by a fraction the numerator of which is the number of shares of Com mon Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding im mediately prior to such event. -2- 0000-NLI-000017789 (fc)' The Corporation shall declare a dividendcr disrri'rucicn cr, the Series g Preferred Stock as provided i n paragraph (a) of this Sect.cr. (Dili, immediately after it declares a dividend or dis tribution on che Common Stock ;oth: then o divi dend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $S per share on the Series B Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Pay ment Date. (c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series B Pre ferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series B Preferred Stock, unless the date of issue of such shares is prior to the record date for cr.e first Quarterly Dividend Payment Date. i> whicn case dividi.-ds on such shares shall be c; n :f accrue from the date of issue of such shares, c: unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series S Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of wmch events such dividends shall begin to accrue and be cumulative from such. Quarterly Dividend Payment Date. Accrued but un paid dividends shall not bear interest. Dividends paid on the shares of Series B Preferred Stock an amount less than the total amount of such divi dends at the time accrued and payable on such, shares shall be allocated pro rata on a shareby-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series B Preferred Stock entitled to receive paymen' nf a dividend or distribution declared thereon, which record da-e shall be net more than 60 days prior to the da-= I.ac^ . t..o payment thereof. (3) Voting Rights. The holders of snares cf Series B Preferred Stockshall have the following voting r ights: 3- 0000-NLI-000017790 (a) Each share of Series B Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the shareholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolida tion of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a frac tion the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number cf -'res cf Common Stock that were outstanding im~ . t * 1y trier to ruch event. ' r ) C - . j; ctht.wi-f provided her ; : i o' she : es of St : i .-s r r : . c r.' c; shcr** cf Cor.:..C." 5 oo.itt^d :o a .ct < of shareholders cf t.-.e Cc; y.:. zion. (c) Except as set forth herein, holders of Series B Preferred Stock shall have no special voting rights and their consent shall not be re quired (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (4 ) Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series B Preferred Stock as provided in Section (D)(2) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Preferred Stock outstanding 11 have been paid .in full, the Corporation s^all not: (i) declare or pay dividends un, make any other distributions on, or redeem or pur- -4- 0000-NLI-000017791 chat* or otherwise acquire for consideration any shares of stock ranking junior (either as . to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock; (ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except dividends paid ratably on the Series B Pre ferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (ill) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, provided that the Corporation may at any time redeem, pur chase or otherwise acquire shares of any such junior stock in exchange for shares of any <" stock of the Corporation ranking junior ' (either as to dividends or upon dissolution, liquidation or winding up) tc the Series B Frtferred Stock; or (iv) purchase or otherwise acquire for consideration any shares of Series B Preferred Stock, or any shares of stock ranking cn a parity with the Series B Preferred Stock, ex cept in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Direc tors. after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treat ment among the respective series or classes. (t) rite Corporation shall not nermit any subsidiary of the Corpotf ? it , or ocher- wise acquire for consideration any si.ares of stock of the Corporation unless the Corporation could, under paragraph (a) of this Section (D)(4) purchase or otherwise acquire such shares at such time and in such manner. 0000-NLI-000017792 i * f* CJ rt " L* -* i 1 C5) Bescquired Shares. Any shares of Series B Preferred Stock purchased or otnrwi* acquired by the ' Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued snares of Preferred Stock and may be reissued <i part of a new series of Pteferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. (6) Liquidation, Dissolution or Winding Up. Upon any 1 iquIdat ion"! dissolution or winding up of The Corporation, no distribution snail be made (a) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Stock unless, prior thereto, the holders of shares of Series B Preferred Stock shall have received $100 per share, plus an amount equal to accrued ar.d unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series B Preferred Stock snail be entitled to receive an aggregate amount per share, subject^ to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of Common Stock, or (b) to the holders cf stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series 3 Preferred Stock, except distributions made ratabiy cn rhe Series B Preferred Stock and all other such parity stock m propcrtion to the total amounts to which the holders of ail such snares are entitled upon such liquidation, dissolution or winding up. in the event the Corporation shall at any time declare or pay any dividend on Common Stock payable i r. shares of Common Stock, or effect a subdivision or comb.nation or consolidation of the outstanding snares of Common S-nci idy r ec 1 ass 1 f . ca 11 on or otherwise thjr. by payment of a dividend m shares of Common Stcc<) into a greater or lesser number of shares of Common Stock, then . n each sucn case tne aggregate amount to which holders of snares of Series B Preferred Stock were entitled immediately prior to such event under the proviso in clause la) of the preceding 1 *e d justed by multiplying such amount *>/ a frac'ion *r.e numerator of whicn n *-e number _: snares of Common Stock outstanding i-ncuidtr., sucn event and tne denominator of wn.ich is the numner ot shares of Common Stock thi- were outstanding immed.ate1y pr.or to such event. 0000-NLI-000017793 -6- (7) Consolidation Merger, etc. Xn cast the Corporation shall antar into any consolidation, merger, combination or-dther transaction In which tha sharas of Common Stock ars exchanged for or changed into othar stock or securities, cash and/or any othar proparty> than In any such cast tha sharas of Sarlas B Preferred Stock shall at the sama tlma ba similarly axchangad or changad In an amount par shara (subjact to tha provision for adjustmant herein- aftar sat forth) equal to the aggregate amount of stock, sacurltias, cash and/or any other property (payable in kind), as tha case may ba, Into which or for which each shara of Common Stock Is changad or exchanged. In tha event tha Corporation shall at any time declare or pay any divi- dend on Common Stock payable in sharas of Common Stock, or affect a subdivision or combination or consolldation of tha outstanding sharas of Common Stock (by reclassification or otherwise) into a greater or lesser number of sharas of Com mon Stock, than in each such case tha aaiount sat forth in tha preceding sentence with respect to the exchange or change of shares of Series B Preferred Stock shall be ad justed by multiplying such amount by a fraction the numer ator of which is tha number of shares of Common Stock out standing immediately after such event and the denominator qf which is the number of shares of Common Stock that were out^ standing iaunediately prior to such event. ' (8) No Redemption. The shares Of Series B Preferred Stock shall not be redeemable. (9) Amendment The Certificate of Organiza tion, as amended, of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series B Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series B Preferred Stock, voting together as a single series. 3. Said resolution is the resolution duly adopted by the Board of Directors of the Corporation on April 23, 1986, pursuant to authority granted under Section 14A:7-2(2| of tne New Jersey Business Corporation Act. 4. The ('rrificate of Organization is amended so that the designation and number of shares of *-ne class ar.d -7- 0000-NLI-000017794 tries acted upon in the forgoing resolution, and the rela tive rights, preferences snd limitations of such clsss and ssriss, art as stated in tha resolution. IN WITNESS WHEREOf, this Certificate of Amendment of the Certificate of Organisation is executed on behalf of the Corporation by Its Charlman, President and Chief Execu tive Officer and its Secretary, and sealed with the seal of the Corporation, as of this 23rd day of April, 1986. (SEAL) rh/tirnidH, pi i*s; i fh*nt. nd Mi i lyju--Ql f 1 C*M c/ StCtHAST 77 -8- 0000-NLI-000017795