EXHIBIT 3.39
(PROFIT DOMESTIC CORPORATION)
ARTICLES OF INCORPORATION
OF
OAK OIL & CHEMICAL INCORPORATED
Name of Corporation
These Articles of Incorporation are signed by the incorporator(s) for the
purpose of forming a profit corporation pursuant to the provisions of Act 284,
Public Acts of 1972, as follows:
ARTICLE I.
The name of the corporation is OAK OIL & CHEMICAL INCORPORATED
ARTICLE II.
The purpose or purposes for which the corporation is organized is to
engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of Michigan.
To develop, manufacture and sell lubricants and other oil products
and to develop, manufacture and sell chemical products; in connection with the
foregoing, to purchase, lease, or otherwise acquire, to mortgage, grant a
security interest in or otherwise encumber, and to sell, lease, give away or
otherwise dispose of lands, buildings, equipment, inventory, accounts, patents,
trade names, good will and other intangibles, and any other type of property,
whether real, personal or mixed, and whether located within or without the State
of Michigan. In connection with the foregoing, to retain the services of
employees on a part or full time basis and to pay reasonable compensation to
such employees, including furnishing of or reimbursement for travel expenses and
further including bonuses, pensions, profit sharing plans, employees and
dependent insurance and other employee benefits. In general, to do and perform
every act and function and to carry on any business in connection therewith and
incident thereto not forbidden by the laws of the State of Michigan and with all
the powers conferred upon corporations by the laws of the State of Michigan and
to engage in any activity not prohibited by law which, in the judgment of the
Board of Directors of the corporation, is likely to directly or indirectly
benefit the corporation or to enhance the value of its property, and further, to
engage in any activity within the purposes for which corporations may be
organized under the Michigan Business Corporation Act.
ARTICLE III.
(Use the following if the shares are to consist of one class only)
The total authorized capital stock is:
(1) Common shares 50,000 Per Value $1.00 per share
-------------
(No. of Shares)
OR (2) Common shares without par value.
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(No. of Shares)
GOLD SEAL APPEARS ONLY ON ORIGINAL
ARTICLE IV.
(Use the following if the shares are to be divided into classes)
The total authorized capital stock is:
{Preferred shs __________ Per Value $________________}
(1) per share
{Common shs _____________ Per Value $________________}
{Preferred ______________________}
and/or shs of (2) no par value
{Common__________________________}
(3) A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
ARTICLE V.
The address of the initial registered office is:
1210 White Street, Sturgis 49091
- --------------------- --------------------------- Michigan -------------------
(No. and Street) (Town in City) (Zip Code)
The mailing address of the initial registered office is (need not be completed
unless different from the above address):
1160 White Street, Sturgis 49091
- ------------------ -------------------------------- Michigan -------------------
(No. and Street) (Town in City) (Zip Code)
The Name of the initial resident agent at the registered office is:
Lawrence A. Franks
ARTICLE VI.
The name(s) and address(es) of the incorporator(s) are as follows:
Name Residence or Business Address
---- --------------------------------
Eugene E. Eldridge 1107 S. Lakeview, Sturgis, Michigan
Lawrence A. Franks 609 E. Chicago Road, Sturgis, Michigan
Fred Earl Edwards 8925 E. 16th Place, Indianapolis, Indiana
Alfred Brian Aikins 978 Prospect Ave., Elmhurst, Illinois
Newell A. Franks 511 N. Lakeview, Sturgis, Michigan
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GOLD SEAL APPEARS ONLY ON ORIGINAL
ARTICLE VII.
[ILLEGIBLE]
ARTICLE VIII.
[ILLEGIBLE] insert any desired additional provisions authorized by the Act)
CUMULATIVE VOTING: In all elections for directors of the corporation, every
stockholder entitled to vote shall have the right to vote in person or by proxy
the number of shares of stock owned by him for as many persons as there may be
directors to be elected, or to cumulate said shares and give one candidate as
many votes as will equal the number of directors multiplied by the number of
shares of his stock, or to distribute them on the same principle among as many
candidates as he shall think fit. The entire number of directors to be elected
shall be balloted for at one and the same time, and not separately.
PRE-EMPTIVE RIGHTS: Upon any increased issue of the capital stock of the
corporation, the stockholders of record at the time of such issue shall have the
pro-rata preferential right to subscribe therefor at such price and on such
terms as the Board of Directors may in each instance fix, such pre-emptive
rights of existing shareholders to be proportionate to their stockholdings at
the time of any such increased issue.
AMENDMENT OF ARTICLES OF INCORPORATION AND BY-LAWS: No amendment shall be made
to the Articles of Incorporation except by an affirmative vote of two-thirds' of
the outstanding shares entitled to vote thereon. The By-Laws may be amended in
the manner provided by law except that the Board of Directors shall not amend or
repeal any By-Law fixing their qualifications, number, classifications or term
of office.
IN WITNESS WHEREOF, the undersigned, the incorporator(s) of the above-named
corporation, has (have) hereunto signed these Articles of Incorporation on this
15th day of March, 1973.
/s/ Eugene E. Eldridge ________________________________
- ------------------------------
Eugene E. Eldridge
/s/ Lawrence A. Franks ________________________________
- ------------------------------
Lawrence A. Franks
/s/ Fred Earl Edwards ________________________________
- ------------------------------
Fred Earl Edwards
/s/ Alfred Brian Aikins ________________________________
- ------------------------------
Alfred Brian Aikins
/s/ Newell A. Franks ________________________________
- ------------------------------
Newell A. Franks
(See Instruction on Reverse Side)
GOLD SEAL APPEARS ONLY ON ORIGINAL
(Please do not write in spaces below - for Department use)
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
Date Received F I L E D
MARCH 16 1973 MAR 22 1973
[ILLEGIBLE]
DIRECTOR
Michigan Department of Commerce
INFORMATION AND INSTRUCTIONS
Articles of Incorporation -- Profit Domestic Corporations
1. Article I - The corporate name of a domestic profit corporation is required
to contain one of the following words or abbreviations: "Corporation",
"Company", "Incorporated", "Limited", "Corp.", "Co." "Inc.", or "Ltd."
2. Article II may state, in general terms , the character of the particular
business to be carried on. Under section 202(b) of the law, it is a
sufficient compliance to state substantially, alone or with specifically
enumerated purposes, that the corporation may engage in any activity within
the purposes for which corporations may be organized under the Business
Corporation Act. The law requires, however, that educational corporations
must state their specific purposes.
3. Articles III and IV - The law requires the incorporators of a domestic
corporation having shares without par value to submit in writing the amount
of consideration proposed to be received for each share which shall be
allocated to stated capital.
4. Article VI - The law requires one or more incorporators.
The addresses should include a street number and name (or other
designation), in addition to the name of the city and state.
5. The duration of the corporation should be stated in the Articles only if
the duration is not perpetual.
6. The Articles must be signed in ink by each incorporator. The names of the
incorporators as set out in Article VI should correspond with the
signatures.
7. One original copy of the Articles is required. A true copy will be prepared
by the Corporation and Securities Bureau and returned to the person
submitting the Articles for filing.
8. An effective date, not later than 90 days subsequent to the date of filing,
may be stated in the Articles of Incorporation.
9. FEES: Filing Fee.................................................. $10.00
Franchise Fee - 5 mill on each dollar of authorized capital
stock, with a minimum franchise fee of...................... $25.00
(Make fee payable to State of Michigan)
10. Mail Articles of Incorporation and fees to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Drawer C
Lansing, Michigan 48904
GOLD SEAL APPEARS ONLY ON ORIGINAL
(For Use by Domestic Corporations)
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
The undersigned corporation executes the following Certificate of Amendment
to its Articles of Incorporation pursuant to the provisions of Section 633, Act
284, Public Acts of 1972, as amended.
1. The name of the corporation is Oak Oil & Chemical, Incorporated
2. The location of the registered office is ____________________________
1160 White Street Sturgis 49091
- ----------------------------------------------------- Michigan ----------------
(No. and Street) (Town or City) (Zip Code)
3. The following amendment to the Articles of Incorporation was adopted
on the 10 day of December, 1976. (Check one of the following)
[ ] by the shareholders in accordance with Section 611(2), Act 284,
Public Acts of 1972, as amended. The necessary number of shares
as required by statute were voted in favor of the amendment.
[ ] by written consent of the shareholders having not less than the
minimum number of votes required by statute in accordance with
Section 407(1) and (2), Act 264, Public Acts of 1972, as amended.
Written notice to shareholders who have not consented in writing
has been given. (Note: Written consent by less than all of the
shareholders is permitted only if such provision appears in
Articles of Incorporation).
[x] by written consent of all the shareholders entitled to vote in
accordance with Section 407(3), Act 284, Public Acts of 1972, as
amended.
Resolved, that Article III of the Articles of Incorporation be amended to
read as follows: (Any article being amended is required to be set forth in its
entirety.)
The total authorized capital stock is:
(1) Common Shares 50,000 Par Value 20 cents per share
Oak Oil & Chemical, Incorporated
------------------------------------------
(Corporate Name)
By /s/ A. Brian Aikins, President
---------------------------------------
(Signature of President, Vice-President,
Chairman or Vice-Chairman)
A. Brian Aikins, President
------------------------------------------
(Type or Print Name and Title)
Signed this 1 day of January, 1977
GOLD SEAL APPEARS ONLY ON ORIGINAL (See Instructions on Reverse Side)
(Please do not write in spaces below - for Department use)
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
Date Received
[ILLEGIBLE]
FILED
FEB 10 1977
DIRECTOR
Michigan Department of Commerce
C & S - III (Rev. 2-74)
INFORMATION AND INSTRUCTIONS
Certificate of Amendment - Domestic Corporation
1. This form may be used by both profit and non-profit corporations. In
case of a non-profit corporation organized on a non-stock basis,
"shareholders" shall be construed to be synonymous with "members".
2. An effective date, not later than 90 days subsequent to the date of
filing may be stated in the Certificate of Amendment.
3. The Certificate of Amendment is required to be signed in ink by the
chairman or vice-chairman of the board of directors or the president or a
vice-president of the corporation.
4. One original copy is required. A true copy will be prepared by the
Corporation and Securities Bureau and returned to the person submitting
the Certificate of Amendment for filing.
5. FEES, Filing Fee...................................... $10.00
Franchise Fee (payable only in case of increase in authorized
capital stock)-1/2 million each dollar of increase over highest
previous authorized capital stock ..............
(Make fee payable to State of Michigan)
6. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Drawer C
Lansing, Michigan 48904
GOLD SEAL APPEARS ONLY ON ORIGINAL
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY) FILED DATE RECEIVED
DEC 20 1984 DEC 03 1984
Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATIONS
(Please read instruction on last page before completing form)
Pursuant to the provisions of Act 284, Public Acts of 1972, as amended
(profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations),
the undersigned corporation executes the following Certificate:
1. The name of the corporation is:
OAK OIL & CHEMICAL, INC.
2. The corporation Identification number(CID) assigned by the Bureau is:
120-709
3. The location of its registered office is:
1160 White Street, Sturgis 49091
---------------------------------, Michigan ----------
Street Address (City) (Zip Code)
4. Article I of the Articles of Incorporation is hereby amended to read as
follows:
ARTICLE I
The name of the corporation is OAK INTERNATIONAL CHEMICAL, INC.
GOLD SEAL APPEARS ONLY ON ORIGINAL
5. The foregoing amendment to the Articles of incorporation was duly adopted
on the 1 day of NOVEMBER, 1984, in accordance with the provisions of the
Act.
This Amendment (Complete and execute either a or b below, but not both.)
a. [ ] was duly adopted by the unanimous consent of the incorporator(s) before
the first meeting of the board of directors or trustees.
Signed this _________ day of ________________________, 19_____________.
______________________________ ____________________________________
______________________________ ____________________________________
______________________________ ____________________________________
______________________________ ____________________________________
(Signature of all incorporators; type or print name under each signature)
b. (Check one of the following)
[ ] was duly adopted by the shareholders or members, or by the directors if
it is a nonprofit corporation organized on a nonstock directorship
basis, in accordance with Section 811(2) of the Act. The necessary votes
were cast in favor of the amendment.
[ ] was duly adopted by written consent of the shareholders or members
having not less than the minimum number of votes required by statute in
accordance with Section 407(1) and (2) of the Act. Written notice to
shareholders or members who have not consented in writing has been
given. (Note: Written consent by less than all of the shareholders or
members is permitted only if such provision appears in the Articles of
incorporation.)
[X] was duly adopted by written consent of all the shareholders or members
entitled to vote in accordance with Section 407(3) of the Act.
Signed this 1 day of NOVEMBER, 1984
By: /s/ A. Brian Aikins
---------------------------------------
(Signature)
A. BRIAN AIKINS -- PRESIDENT
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(Type or Print Name and Title)
GOLD SEAL APPEARS ONLY ON ORIGINAL
DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED
IN THE BOX BELOW. Include name, street and number(or P.O. box),
city, state and ZIP code.
Mr. Raymond H. Dresser, Jr.
DRESSER, MARKS, SVENDSEN, OSTER & BIRD Telephone:
112 South Monroe Street Area Code 616
Sturgis, Michigan 49091
Number 651-3281
INFORMATION AND INSTRUCTIONS
1. Submit one original copy of this document. Upon filing, a microfilm
copy will be prepared for the records of the Corporation and
Securities Bureau. The original copy will be returned to the address
appearing in the box above as evidence of filing.
Since this document must be microfilmed, it is important that the
filing be legible. Documents with poor black and white contrast, or
otherwise illegible, will be rejected.
2. This document is to be used pursuant to the provisions of section
831 of the Act for the purpose of amending the articles of
incorporation of a domestic corporation.
3. Item 2- Enter the identification number previously assigned by the
bureau. If this number is unknown, leave it blank.
4. Item 4- The entire article being amended must be set forth in its
entirety. However, if the article being amended is divided into
separately identified sections, only the sections being amended need
be included.
5. This document is effective on the date approved and filed by the
Bureau. A later effective date, no more than 90 days after the date
of delivery, may be stated.
6. If the amendment is adopted before the first meeting of the board of
directors, item 5(a) must be completed and signed in ink by all of
the incorporators. If the amendment is otherwise adopted, item 5(b)
must be completed and signed in ink by the president, vice-president,
chairperson, or vice-chairperson of the corporation.
7. FEES: Filing fee (Make remittance payable to State of Michigan)...$10.00
Franchise fee for profit corporations (payable only if
authorized capital stock has increased)-1/2 mill(.0005) on
each dollar of increase over highest previous authorized
capital stock.
8. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
Lansing, Michigan 48909
Telephone: (517) 373-0493
GOLD SEAL APPEARS ONLY ON ORIGINAL
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY) Date Received
MAR 27 1989
FILED
MAR 29 1989
Administrator
MICHIGAN DEPT OF COMMERCE
Corporation & Securities Bureau
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATION
(Please read instructions and Paperwork Reduction Act notice on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, as amended
(profit corporations), or Act 162, public Acts of 1982, as amended (nonprofit
corporations). the undersigned corporation executes the following Certificate:
1. The present name of the corporation is:
OAK INTERNATIONAL CHEMICAL, INC.
2. The corporation identification number (CID) assigned by the
Bureau is: 120-709
3. The location of its registered office is:
1160 White street, Sturgis 49091
-------------------------------------------------, Michigan ------------
(Street Address) (City) (Zip Code)
4. Article I of the Article of Incorporation is hereby amended to read as
follows:
ARTICLE I
The name of the corporation is OAK INTERNATIONAL, INC.
GOLD SEAL APPEARS ONLY ON ORIGINAL
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES ; OTHERWISE , COMPLETE SECTION (b)
a. [ ] The foregoing amendment to the Articles of Incorporation was duly adopted
on the__________ day of ______________, 19_________, in accordance with
the provisions of the Act by the unanimous consent of the incorporator(s)
before the first meeting of the board of directors or trustees.
Signed this ____day of________________________________________________,19_______
______________________________ ________________________________________
______________________________ ________________________________________
______________________________ ________________________________________
______________________________ ________________________________________
(Signatures of all incorporators: type or print name under each signature)
b. [X] The foregoing amendment to the Articles of Incorporation was duly
adopted on the 30 day of , December , 1986. The amendment : (check one of
the following)
[ ] was duly adopted in accordance with Section 611(2) of the Act by
the vote of the shareholders if a profit corporation, or by the vote
of the shareholders or members if a nonprofit corporation, or by the
vote of the directors if a nonprofit corporation organized on a
nonstock directorship basis. The necessary votes were cast in favour
of the amendment.
[ ] was duly adopted by the written consent of all the directors
pursuant to Section 525 of the Act and the corporation is a
nonprofit corporation organized on a nonstock directorship basis.
[ ] was duly adopted by the written consent of the shareholders or
members having not less than the minimum number of votes required by
statute in accordance with Section 407(1) and (2) of the Act.
Written notice to shareholders or members who have not consented in
writing has been given. (Note: Written consent by less than all of
the shareholders or members is permitted only if such provision
appears in the Articles of Incorporation.)
[X] was duly adopted by the written consent of all the shareholders or
members entitled to vote in accordance with Section 407(3) of the
Act.
Signed this 30 day of December , 1988
By /s/ A. Brian Aikins
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(Signature)
A. Brian Aikins, President
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(Type or Print Name) (Type or Print Title)
GOLD SEAL APPEARS ONLY ON ORIGINAL
DOCUMENT WILL BE RETURNED TO NAME AND Name of person or organization
MAILING ADDRESS INDICATED IN THE BOX BELOW. remitting fees:
Include name, street and number(or P.O. box)
city, state and ZIP code.
Dresser Law Office, P.C.
----------------------------
Mr. Raymond H. Dresser, Jr. Preparer's name and business
Dresser Law Office, P.C. telephone number:
112 South Monroe Street
Sturgis, MI 49091 R. H. Dresser, Jr.
(616) 651-3281
INFORMATION AND INSTRUCTIONS
1. The amendment cannot be filed until this form, or a comparable document
is submitted.
2. Submit one original copy of this document. Upon filing, a microfilm copy
will be prepared for the records of the Corporation and Securities Bureau.
The original copy will be returned to the address appearing in the box
above as evidence of filing.
Since this document must be microfilmed, it is important that the filing
be legible. Documents with poor black and white contrast, or otherwise
illegible, will be rejected.
3. This document is to be used pursuant to the provisions of section 631 of
the Act for the purpose of amending the articles of incorporation of a
domestic profit or nonprofit corporation. Do not use this form for
restated articles. A nonprofit corporation is one incorporated to carry
out any lawful purpose or purposes not involving pecuniary profit or gain
for its directors, officers, shareholders, or members. A nonprofit
corporation organized on a nonstock directorship basis, as authorized by
Section 302 of the Act, may or may not have members, but if it has
members, the members are not entitled to vote.
4. Item 2- Enter the identification number previously assigned by the Bureau.
If this number is unknown, leave it blank.
5. Item 4- The article being amended must be set forth in its entirety.
However, if the article being amended is divided into separately
identifiable sections, only the sections being amended need be included.
6. This document is effective on the date approved and filed by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may
be stated.
7. If the amendment is adopted before the first meeting of the board of
directors, item 5(a) must be completed and signed in ink by all of the
incorporators listed in Article V of the Articles of Incorporation. If the
amendment is otherwise adopted, item 5(b) must be completed and signed in
ink by the president, vice-president, chairperson, or vice-chairperson of
the corporation.
8. FEES: Filing fee (Make remittance payable to State of Michigan).....$10.00
Franchise fee for profit corporations (payable only if authorized
capital stock has increased)-1/2 mill (.0005) on each dollar of
increase over highest previous authorized capital stock.
9. Mail form and fee to :
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
6546 Mercantile Way
Lansing, MI 48909
Telephone: (517)-334-6302
GOLD SEAL APPEARS ONLY ON ORIGINAL
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION , SECURITIES AND LAND DEVELOPMENT BUREAU
- --------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
ADJUSTED TO AGREE
WITH BUREAU RECORDS
Tran Info: 1 3096400-1 05/26/2000
Chk#: 108024904
ID: Amt.: $5.00
Name 120709 FILED
C T Corporation System JUN 05 2000
- -----------------------------
Address Administrator
441 Vine Street, Suite 3810 CORP. SECURITIES & LAND DEV. BUREAU
- -----------------------------
City State Zip Code
Cincinnati, Ohio 45202 EFFECTIVE DATE:
DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE
CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT
FOR USE BY DOMESTIC AND FOREIGN CORPORATIONS AND LIMITED LIABILITY COMPANIES
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972( profit
corporations), or Act 162, public Acts of 1982 (nonprofit corporations), or Act
23, Public Acts of 1993 (limited liability companies ), the undersigned
corporation or limited liability company executes the following Certificate:
- --------------------------------------------------------------------------------
1. The name of the corporation or limited liability company is :
Oak International, Inc.
-------------------------
2. The identification number assigned by the Bureau is: 120709
3. a. The name of the resident agent on file with
the Bureau is: Lawrence A. Franks
----------------------------
b. The location of registered office on file with the Bureau is :
1160 White Street Sturgis 49091-
-------------------------------, Michigan ----------------------------------
(Street Address) (City) (Zip Code)
c. The mailing address of the above registered office on file with
the Bureau is :
POB 850 Sturgis 49091-
----------------------------------------------------, Michigan -------------
(Street Address or P.O. Box ) (City) (Zip Code)
ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD
4. a. The name of the resident agent is : THE CORPORATION COMPANY
-------------------------------------
b. The address of the registered office is :
30600 Telegraph Road Bingham Farms 48025
--------------------------------------, Michigan -----------------------
(Street Address) (City) (Zip Code)
c. The mailing address of the registered office IF DIFFERENT THAN 4B is :
-------------------------------------------------------, Michigan ----------
(Street Address or P.O. Box) (City ) (Zip Code)
5. The above changes were authorized by resolution duly adopted by: 1. ALL
CORPORATIONS: its board of directors; 2. PROFIT CORPORATIONS ONLY : the
resident agent if only the address of the registered office is changed, in
which case a copy of this statement has been mailed to the corporation;
3. LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of
a majority of the members pursuant to section 502(1), managers pursuant to
section 405, or the resident agent if only the address of the registered
office is changed. The corporation or limited liability company further
states that the address of its registered office and the address of
its resident agent as changed, are identical.
Signature Type or Print Name and Title Date Signed
/s/ Hugh C. O'Donnell Hugh C. O'Donnell 5/11/2000
GOLD SEAL APPEARS ONLY ON ORIGINAL