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EXHIBIT 3.13
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 08/28/1995
960 195540 - 2537674
CERTIFICATE OF FORMATION
OF
MTA ACQUISITION, LLC
This Certificate of Formation is being executed as of August 28, 1995,
for the purpose of forming a limited liability company pursuant to the Delaware
Limited Liability Company Act, 6 DEL. C. Sections 18-101, ET SEQ.
The undersigned, being duly authorized to execute and file this
Certificate, does hereby certify as follows:
1) NAME. The name of the limited liability company is MTA
Acquisition, LLC.
2) REGISTERED OFFICE AND REGISTERED AGENT. The Company's registered
office in the State of Delaware is located at 32 Loockerman Square. Suite L-100,
Dover, Delaware 19904. The registered agent of the Company for service of
process at such address is The Prentice-Hall Corporation System, Inc.
3) DISSOLUTION. The latest date on which the Company is to dissolve
is December 31, 2025.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Formation as of the day and year first above written.
/s/ ILLEGIBLE
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Authorized Person
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/13/1995
950208993 - 2537674
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
MTA ACQUISITION, LLC
The undersigned authorized person of MTA Acquisition, LLC, a Delaware
domestic limited liability company (the "Company") hereby certifies on behalf of
the Company as follows:
1. The name of the Company is "MTA Acquisition, LLC." The Company's
original Certificate of Formation was filed with the Secretary of State of the
State of Delaware on August 28, 1995.
2. The Certificate of Formation of the Company is hereby amended
(the "Amendment") by deleting, in its entirety, Article 1 thereof and inserting
in place thereof a new Article 1 to read as follows:
"NAME. The name of the limited liability company is Advanced
Accessory Systems, LLC."
3. The Amendment was duly adopted in accordance with Section
18-202(a) of the Limited Liability Company Act of the State of Delaware.
IN WITNESS WHEREOF, this Certificate has been duly executed as of this
13th day of September 1995.
By: /s/ ILLEGIBLE
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Authorized Person
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/05/1997
971296518 - 2537674
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
ADVANCED ACCESSORY SYSTEMS, LLC
The undersigned authorized officer of Advanced Accessory Systems, LLC,
a Delaware domestic limited liability company. (the "Company") hereby certifies
on behalf of the Company as follows:
1. The name of the Company is "Advanced Accessory Systems, LLC." The
Company's original Certificate of Formation was filed with the Secretary of
State of the State of Delaware on August 28, 1995.
2. The Certificate of Formation of the Company is hereby amended
(the "Amendment") by deleting, in its entirety, Article 1 thereof and inserting
in place thereof a new Article 1 to read as follows:
"NAME. The name of the limited liability company is SportRack, LLC"
3. The Amendment was duly adopted in accordance with
Section 18-202 (a) of the Limited Liability Company Act of the State of
Delaware.
IN WITNESS WHEREOF, this Certificate has been duly executed as of this
31st day of August 1997.
By: /s/ Terence C. Seikel
--------------------------------
Name: Terence C. Seikel
Title: Vice President of Finance
and Administration
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/29/1998
981295805 - 2537674
CERTIFICATE OF RESTORE TO GOOD STANDING
OF
SPORTRACK, LLC
1. The name of the limited liability company:
SPORTRACK, LLC
2. The date the limited liability company was formed:
AUGUST 28 1995.
3. The limited liability company is paying all sums due under
Section 18-1107.
4. This filing will permit the limited liability company to be
restored to good standing.
IN WITNESS WHEREOF, the undersigned has executed this Certificate on
the 27th day of July, 1998.
/s/ Terence C. Seikel
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Name: Terence C. Seikel
Title: Vice President