United Defense Industries Inc Watch

from 8-K 19 pages Amended and Restated By-Laws of United Defense Industries, Inc

from S-1/A ~20 pages By-Laws of United Defense Industries, Inc.

from S-1/A ~5 pages Amended and Restated Certificate of Incorporation

from S-8 1 page Articles of Incorporation or Bylaws

from S-4 ~50 pages Limited Liability Co. Agmt. of Iron Horse

from S-4 1 page <page> Certificate of Formation of Iron Horse Investors, L.L.C. the Undersigned, an Authorized Natural Person, for the Purpose of Forming a Limited Liability Company, Under the Provision and Subject to the Requirements of the State of Delaware (Particularly Chapter 18, Title 6 of the Delaware Code and the Acts Amendatory Thereof and Supplemental Thereto, and Known, Identified, and Referred to as the "Delaware Limited Liability Company Act"), Hereby Certifies That: First: The Name of the Limited Liability Company (Hereinafter Called the "Limited Liability Company") Is: Iron Horse Investors, L.L.C. Second: The Address of the Registered Office and the Name and the Address of the Registered Agent of the Limited Liability Company Required to Be Maintained by Section 18-104 of the Delaware Limited Liability Company Act Are: The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, New Castle County, Delaware 19801 Executed on September 8, 1997. /S/ Eleanor R. Horsley Eleanor R. Horsley, Authorized Person

from S-4 1 page <page> Certificate of Amendment to Certificate of Limited Partnership of United Defense, L.P. It Is Hereby Certified That: First: The Name of the Limited Partnership Is United Defense, L.P. (The "Partnership"). Second: Pursuant to Provisions of Section 17-202, Title 6, Delaware Code, the Third Article of the Certificate of Limited Partnership of the Partnership Is Amended Effective 12:02 A.M. Est, October 6, 1997 to Read as Follows: Third: The Name and the Mailing Address of the Sole General Partner of the Partnership Is: Udlp Holdings Corp. C/O the Carlyle Group 1001 Pennsylvania Avenue, Nw Suite 220 South Washington, D.C. 20004 Attn: Allan M. Holt the Undersigned, Being the Sole General Partner of the Partnership, Executed This Certificate of Amendment on October 6, 1997. Udlp Holdings Corp. By: /S/ Allan M. Holt Allan M. Holt President

from S-4 ~10 pages Exhibit 3.5 Agmt of Ltd Partnership of United Def

from S-4 ~10 pages Exhibit 3.4 By-Laws of Udlp Holdings Corp.

from S-4 1 page Exh. 3.3 Cert. of Inc. of Udlp Holdings Corp.

from S-4 ~10 pages Exhibit 3.2 By-Laws of United Defense Industries

from S-4 1 page <page> Certificate of Amendment of the Certificate of Incorporation of United Defense Industries, Inc. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, United Defense Industries, Inc. (The "Corporation"), a Delaware Corporation, Hereby Certifies That: 1. the Certificate of Incorporation of the Corporation Is Hereby Amended by Deleting the Present First Paragraph of Article Fourth and Inserting in Lieu Thereof a New First Paragraph of Article Fourth, as Follows: Fourth: The Aggregate Number of All Classes of Shares Which the Corporation Shall Have Authority to Issue Is Four Hundred Thousand (400,000 Shares of Common Stock, Par Value of $.01 Per Share. the Remaining Paragraphs of Article Fourth Shall Remain Unamended. 2. the Sole Director of the Corporation, by Written Consent, Declared the Foregoing Amendment Advisable and Referred It to the Sole Shareholder of the Corporation for a Vote and Approval; and 3. the Sole Shareholder of the Corporation, by Written Consent, Has Adopted and Approved the Foregoing Amendment. in Witness Whereof, the Corporation Has Caused This Certificate of Amendment to Be Signed and Executed in Its Corporate Name by Allen M. Holt, Its President, and Attested by Peter J. Clare, Its Secretary on This 1st Day of October, 1997. Attest: United Defense Industries, Inc., a Delaware Corporation /S/ Peter J. Clare /S/ Allan M. Holt - Peter J. Clare Allan M. Holt, Secretary President

from S-4 1 page <page> Certificate of Amendment of Certificate of Incorporation Before Payment of Any Part of the Capital of Iron Horse Acquisition Corp. It Is Hereby Certified That: 1. the Name of the Corporation (Hereinafter Called the "Corporation") Is Iron Horse Acquisition Corp. 2. the Corporation Has Not Received Any Payment for Any of Its Stock. 3. the Certificate of Incorporation of the Corporation Is Hereby Amended by Striking Out the First Article and by Substituting in Lieu Thereof a New First Article as Follows: First: The Name of the Corporation (Hereinafter Sometimes Referred to as the "Corporation") Is: United Defense Industries, Inc. 4. the Amendment to the Certificate of Incorporation Herein Certified Was Duly Adopted, Pursuant to the Provisions of Section 241 of the General Corporation Law of the State of Delaware, by at Least a Majority of the Directors Who Have Been Elected and Qualified. Signed on September 8, 1997. Attest: /S/ Peter J. Clare /S/ Allan M. Holt Peter J. Clare, Secretary Allan M. Holt, President

from S-4 1 page Cert. of Incorporation of Iron Horse Acquisition