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Exhibit 3.1(a)
CERTIFICATE OF INCORPORATION
OF
C-A-T CORPORATION
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
sets amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the
"corporation") is
C-A-T CORPORATION
SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 229 South State
Street, City of Dover, County of Kent; and the name of the registered agent of
the corporation in the State of Delaware at such address is The Prentice-Hall
Corporation System, Inc.
THIRD: The nature of the business and of the purposes to be conducted
and promoted by the corporation, which shall be in addition to the authority of
the corporation to conduct any lawful business, to promote any lawful purpose,
and to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware, is as
follows:
To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use
and otherwise deal in and with real or personal property, or any
interest therein, wherever situated, and to sell, convey, lease,
exchange, transfer or otherwise dispose of, or mortgage or pledge, all
or any of its property and assets, or any interest therein, wherever
situated.
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To engage generally in the real estate business as principal,
agent, broker, and in any lawful capacity, and generally to take,
lease, purchase, or otherwise acquire, and to own, use, hold, sell,
convey, exchange, lease, mortgage, work, clear, improve, develop,
divide, and otherwise handle, manage, operate, deal in and dispose of
real estate, real property, lands, multiple-dwelling structures,
houses, buildings and other works and any interest or right therein; to
take, lease, purchase or otherwise acquire, and to own, use, hold,
sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise
handle, and deal in and dispose of, as principal, agent, broker, and in
any lawful capacity, such personal property, chattels, chattels real,
rights, easements, privileges, choses in action, notes, bonds,
mortgages, and securities as may lawfully be acquired, held, or
disposed of; and to acquire, purchase, sell, assign, transfer, dispose
of, and generally deal in and with, as principal, agent, broker, and in
any lawful capacity, mortgages and other interests in real, personal,
and mixed properties; to carry on a general construction, contracting,
building, and realty management business as principal, agent,
representative, contractor, subcontractor, and in any other lawful
capacity.
To carry on a general mercantile, industrial, investing, and
trading business in all its branches; to devise, invent, manufacture,
fabricate, assemble, install, service, maintain, alter, buy, sell,
import, export, license as licensor or licensee, lease as lessor or
lessee, distribute, job, enter into, negotiate, execute, acquire, and
assign contracts in respect of, acquire, receive, grant, and assign
licensing arrangements, options, franchises, and other rights in
respect of, and generally deal in and with, at wholesale and retail, as
principal, and as sales, business, special, or general agent,
representative, broker, factor, merchant, distributor, jobber, advisor,
and in any other lawful capacity, goods, wares, merchandise,
commodities, and unimproved, improved, finished, processed, and other
real, personal, and mixed property of any and all kinds, together with
the components, resultants, and by-products thereof.
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To apply for, register, obtain, purchase, lease, take licenses
in respect of or otherwise acquire, and to hold, own, use, operate,
develop, enjoy, turn to account, grant licenses and immunities in
respect of, manufacture under and to introduce, sell, assign, mortgage,
pledge or otherwise dispose of, and, in any manner deal with and
contract with reference to:
(a) inventions, devices, formulas, processes and any
improvements and modifications thereof;
(b) letters patent, patent rights, patented
processes, copyrights, designs, and similar rights,
trade-marks, trade names, trade symbols and other indications
of origin and ownership granted by or recognized under the
laws of the United States of America, the District of
Columbia, any state or subdivision thereof, and any
commonwealth, territory, possession, dependency, colony,
possession, agency or instrumentality of the United States of
America and of any foreign country, and all rights connected
therewith or appertaining thereunto;
(c) franchises, licenses, grants and concessions.
To guarantee, purchase, take, receive, subscribe for, and
otherwise acquire, own, hold, use, and otherwise employ, sell, lease,
exchange, transfer, and otherwise dispose of, mortgage, lend, pledge,
and otherwise deal in and with, securities (which term, for the purpose
of this Article THIRD, includes, without limitation of the generality
thereof, any shares of stock, bonds, debentures, notes, mortgages,
other obligations, and any certificates, receipts or other instruments
representing rights to receive, purchase or subscribe for the same, or
representing any other rights or interests therein or in any property
or assets) of any persons, domestic and foreign firms, associations,
and corporations, and by any government or agency or instrumentality
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thereof; to make payment therefor in any lawful manner; and, while
owner of any such securities, to exercise any and all rights, powers
and privileges in respect thereof, including the right to vote.
To make, enter into, perform and carry out contracts of every
kind and description with any person, firm, association, corporation or
government or agency or instrumentality thereof.
To acquire by purchase, exchange or otherwise, all, or any
part of, or any interest in, the properties, assets, business and good
will of any one or more persons, firms, associations or corporations
heretofore or hereafter engaged in any business for which a corporation
may now or hereafter be organized under the laws of the State of
Delaware; to pay for the same in cash, property or its own or other
securities; to hold, operate, reorganize, liquidate, sell or in any
manner dispose of the whole or any part thereof; and in connection
therewith, to assume or guarantee performance of any liabilities,
obligations or contracts of such persons, firms, associations or
corporations, and to conduct the whole or any part of any business thus
acquired.
To lend money in furtherance of its corporate purposes and to
invest and reinvest its funds from time to time to such extent, to such
persons, firms, associations, corporations, governments or agencies or
instrumentalities thereof, and on such terms and on such security, if
any, as the Board of Directors of the corporation may determine.
To make contracts of guaranty and suretyship of all kinds and
endorse or guarantee the payment of principal, interest or dividends
upon, and to guarantee the performance of sinking fund or other
obligations of, any securities, and to guarantee in any way permitted
by law the performance of any of the contracts or other undertakings in
which the corporation may otherwise be or become interested, of any
persons, firm, association, corporation, government or agency or
instrumentality thereof, or of any other combination, organization or
entity whatsoever.
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To borrow money without limit as to amount and at such rates
of interest as it may determine; from time to time to issue and sell
its own securities, including its shares of stock, notes, bonds,
debentures, and other obligations, in such amounts, on such terms and
conditions, for such purposes and for such prices, now or hereafter
permitted by the laws of the State of Delaware and by this certificate
of incorporation, as the Board of Directors of the corporation may
determine; and to secure any of its obligations by mortgage, pledge or
other encumbrance of all or any of its property, franchise and income.
To be a promoter or manager of other corporations of any type
or kind; and to participate with others in any corporation,
partnership, limited partnership, joint venture, or other association
of any kind, or in any transaction, undertaking or arrangement which
the corporation would have power to conduct by itself, whether or not
such participation involves sharing or delegation of control with or to
others.
To draw, make, accept, endorse, discount, execute, and issue
promissory notes, drafts, bills of exchange, warrants, bonds,
debentures, and other negotiable or transferable instruments and
evidence of indebtedness whether secured by mortgage or otherwise, as
well as to secure the same by mortgage or otherwise, so far as may be
permitted by the laws of the State of Delaware.
To purchase, receive, take, reacquire or otherwise acquire,
own and hold, sell, lend, exchange, reissue, transfer or otherwise
dispose of, pledge, use, cancel, and otherwise deal in and with its own
shares and its other securities from time to time to such an extent and
in such manner and upon such terms as the Board of Directors of the
corporation shall determine; provided that the corporation shall not
use its funds or property for the purchase of its own shares of capital
stock when its capital is impaired or when such use would cause any
impairment of its capital, except to the extent permitted by law.
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To organize, as an incorporator, or cause to be organized
under the laws of the State of Delaware, or of any other State of the
United States of America, or of the District of Columbia, or of any
commonwealth, territory, dependency, colony, possession, agency, or
instrumentality of the United States of America, or of any foreign
country, a corporation or corporations for the purpose of conducting
and promoting any business or purpose for which corporations may be
organized, and to dissolve, wind up, liquidate, merge or consolidate
any such corporation or corporations or to cause the same to be
dissolved, wound up, liquidated, merged or consolidated.
To conduct its business, promote its purposes, and carry on
its operations in any and all of its branches and maintain offices both
within and without the State of Delaware, in any and all States of the
United States of America, in the District of Columbia, and in any or
all commonwealths, territories, dependencies, colonies, possessions,
agencies, or instrumentalities of the United States of America and of
foreign governments.
To promote and exercise all or any part of the foregoing
purposes and powers in any and all parts of the world, and to conduct
its business in all or any of its branches as principal, agent, broker,
factor, contractor, and in any other lawful capacity either alone or
through or in conjunction with any corporations, associations,
partnerships, firms, trustees, syndicates, individuals, organizations,
and other entities in any part of the world, and, in conducting its
business and promoting any of its purposes, to maintain offices,
branches and agencies in any part of the world, to make and perform any
contracts and to do any acts and things, and to carry on any business,
and to exercise any powers and privileges suitable, convenient, or
proper for the conduct, promotion, and attainment of any of the
business and purposes herein specified or which at any time may be
incidental thereto or may appear conducive to or expedient for the
accomplishment of any of such business and purposes and which might be
engaged in or carried on by a corporation incorporated or organized
under the
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General Corporation Law of the State of Delaware, and to have and
exercise all of the powers conferred by the laws of the State of
Delaware upon corporations incorporated or organized under the General
Corporation Law of the State of Delaware.
The foregoing provisions of this Article THIRD shall be construed both
as purposes and powers and each as an independent purpose and power. The
foregoing enumeration of specific purposes and powers shall not be held to limit
or restrict in any manner the purposes and powers of the corporation, and the
purposes and powers herein specified shall, except when otherwise provided in
this Article THIRD, be in no wise limited or restricted by reference to, or
inference from, the terms of any provision of this or any other Article of this
certificate of incorporation; provided, that the corporation shall not conduct
any business, promote any purpose, or exercise any power or privilege within or
without the State of Delaware which, under the laws thereof, the corporation may
not lawfully conduct, promote, or exercise.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is One Thousand (1,000), all of which are without par
value. All such shares are of one class and are Common Stock.
No holder of any of the shares of the stock of the corporation, whether
now or hereafter authorized and issued, shall be entitled as of right to
purchase or subscribe for (1) any unissued stock of any class, or (2) any
additional shares of any class to be issued by reason of any increase of the
authorized capital stock of the corporation of any class, or (3) bonds,
certificates of indebtedness, debentures or other securities convertible into
stock of the corporation, or carrying any right to purchase stock of any class,
but any such unissued stock or such additional authorized issue of any stock or
of other securities convertible into stock, or carrying any right to purchase
stock, may be issued and disposed of pursuant to resolution of the Board of
Directors to such persons, firms, corporations or associations and upon such
terms as may be deemed advisable by the Board of Directors in the exercise of
its discretion.
FIFTH: The name and the mailing address of the incorporator are as
follows:
NAME MAILING ADDRESS
R. G. Dickerson 229 South State Street, Dover, Delaware
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SIXTH: The corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and regulation
of the powers of the corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the
affairs of the corporation shall be vested in its Board of Directors.
The number of directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided in, the By-Laws.
The phrase "whole Board" and the phrase "total number of directors"
shall be deemed to have the same meaning, to wit, the total number of
directors which the corporation would have if there were no vacancies.
No election of directors need be by written ballot.
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2. After the original or other By-Laws of the corporation have
been adopted, amended, or repealed, as the case may be, in accordance
with the provisions of Section 109 of the General Corporation Law of
the State of Delaware, and, after the corporation has received any
payment for any of its stock, the power to adopt, amend, or repeal the
By-Laws of the corporation may be exercised by the Board of Directors
of the corporation; provided, however, that any provision for the
classification of directors of the corporation for staggered terms
pursuant to the provisions of subsection (d) of Section 141 of the
General Corporation Law of the State of Delaware shall be set forth in
an initial By-Law or in a By-Law adopted by the stockholders entitled
to vote of the corporation unless provisions for such classification
shall be set forth in this certificate of incorporation.
3. Whenever the corporation shall be authorized to issue only
one class of stock, each outstanding share shall entitle the holder
thereof to notice of, and the right to vote at, any meeting of
stockholders. Whenever the corporation shall be authorized to issue
more than one class of stock, no outstanding share of any class of
stock which is denied voting power under the provisions of the
certificate of incorporation shall entitle the holder thereof to the
right to vote, at any meeting of stockholders except as the provisions
of paragraph (c)(2) of section 242 of the General Corporation Law of
the State of Delaware shall otherwise require; provided, that no share
of any such class which is otherwise denied voting power shall entitle
the holder thereof to vote upon the increase or decrease in the number
of authorized shares of said class.
NINTH: The corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, vote of
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stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
TENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TENTH.
Signed on January 26, 1976.
/s/ R. G. Dickerson
--------------------------------------------
R.G. Dickerson
Incorporator
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CERTIFICATE OF AMENDMENT OF CERTIFICATE
OF INCORPORATION BEFORE PAYMENT OF
ANY PART OF THE CAPITAL
OF
C-A-T CORPORATION
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation")
is
C-A-T CORPORATION
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 Article FIRST thereof and by substituting in lieu of
said Article the following new Article:
"FIRST: The name of the corporation (hereinafter called the
"corporation") is
WORLDWIDE C-A-T CORPORATION"
4. The amendment of the certificate of incorporation of the corporation
herein certified was duly adopted, pursuant to the provisions of Section 241 of
the General Corporation Law of the State of Delaware, by the sole incorporator,
no directors having been named in the certificate of incorporation and no
directors having been elected.
Signed on January 26, 1976.
/s/ R. G. Dickerson
-----------------------------------
R.G. Dickerson, Sole Incorporator
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CERTIFICATE OF AMENDMENT OF CERTIFICATE
OF INCORPORATION BEFORE PAYMENT OF
ANY PART OF THE CAPITAL
OF
WORLDWIDE C-A-T CORPORATION
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation")
is
WORLDWIDE C-A-T CORPORATION
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 Article FIRST thereof and by substituting in lieu of
said Article the following new Article:
"FIRST: The name of the corporation (hereinafter called the
"corporation") is
AIRTEMP CORPORATION"
4. The amendment of the certificate of incorporation of the corporation
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 March 3, 1976.
/s/ Aaron S. Gertz
-----------------------------------
Aaron S. Gertz, Sole Director
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CERTIFICATE OF OWNERSHIP AND MERGER
OF
AIRTEMP OF NASHVILLE, INC.
(a Tennessee corporation)
INTO
AIRTEMP CORPORATION
(a Delaware corporation)
It is hereby certified that:
1. Airtemp Corporation (hereinafter sometimes referred to as the
"Corporation") is a business corporation of the State of Delaware.
2. The Corporation is the owner of all of the outstanding shares of the
stock of Airtemp of Nashville, Inc., which is a business corporation of the
State of Tennessee.
3. The laws of the jurisdiction of organization of Airtemp of
Nashville, Inc. permit the merger of a business corporation of that jurisdiction
with a business corporation of another jurisdiction.
4. The Corporation hereby merges Airtemp of Nashville, Inc. into the
Corporation.
5. The following is a copy of the resolutions adopted on October 25,
1977 by the Board of Directors of the Corporation to merge the said Airtemp of
Nashville, Inc. into the Corporation.
RESOLVED that Airtemp of Nashville, Inc. be merged into this
Corporation, and that all of the estate, property, rights, privileges,
powers and franchises
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of Airtemp of Nashville, Inc. be vested in and held and enjoyed by this
Corporation as fully and entirely and without change or diminution as
the same were before held and enjoyed by Airtemp of Nashville, Inc. in
its name.
RESOLVED that this Corporation shall assume all of the obligations of
Airtemp of Nashville, Inc.
RESOLVED that this Corporation shall cause to be executed and filed
and/or recorded the documents prescribed by the laws of the State of
Delaware by the laws of the State of Tennessee, and by the laws of any
other appropriate jurisdiction and will cause to be performed all
necessary acts within the jurisdiction of organization of Airtemp of
Nashville, Inc. and of this Corporation and in any other appropriate
jurisdiction.
RESOLVED that the effective date of the Certificate of Ownership and
Merger setting forth a copy of these resolutions shall be October 31,
1977 and that insofar as the General Corporation Law of the State of
Delaware shall govern the same, said date shall be the effective merger
date.
Executed on October 26, 1977.
Airtemp Corporation
/s/ S. Giordano, Jr.
--------------------------------------------
President
Attest:
/s/ A. Granoinetti-Luska
- -----------------------------------------------------
Asst. Secretary
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STATE OF NEW JERSEY )
) ss.:
COUNTY OF MIDDLESEX )
Salvatore Giordano, Jr., being duly sworn, deposes and says that he is
one of the persons who signed the foregoing certificate of merger on behalf of
the corporation named therein as the surviving corporation; that he signed said
certificate in the capacity set opposite or beneath his signature thereon; that
he has read the foregoing certificate and knows that the contents thereof; and
that the statements contained therein are true to his own knowledge.
/s/ S. Giordano, Jr.
-----------------------------------
Salvatore Giordano, Jr., President
Subscribed and sworn to before me on October 26, 1977.
/s/ Antoinette Granoinetti-Luska
- ------------------------------------
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CERTIFICATE OF OWNERSHIP AND MERGER
OF
AIRTEMP PUERTO RICO, INC.
(a Delaware corporation)
INTO
AIRTEMP CORPORATION
(a Delaware corporation)
It is hereby certified that:
1. Airtemp Corporation (hereinafter sometimes referred to as the
"Corporation") is a business corporation of the State of Delaware.
2. The Corporation is the owner of all of the outstanding shares of the
stock of Airtemp Puerto Rico, Inc., which is also a business corporation of the
State of Delaware.
3. On October 25, 1977, the Board of Directors of the Corporation
adopted the following resolutions to merge Airtemp Puerto Rico, Inc. into the
Corporation:
RESOLVED that Airtemp Puerto Rico, Inc. be merged into this
Corporation, and that all of the estate, property, rights,
privileges, powers and franchises of Airtemp Puerto Rico, Inc.
be vested in and held and enjoyed by this Corporation as fully
and entirely and without change or diminution as the same were
before held and enjoyed by Airtemp Puerto Rico, Inc. in its
name.
RESOLVED that this Corporation shall assume all of the
obligations of Airtemp Puerto Rico, Inc.
RESOLVED that this Corporation shall cause to be executed and
filed and/or recorded the documents prescribed by the laws of
any other appropriate
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jurisdiction and will cause to be performed all necessary acts
within the State of Delaware and within any other appropriate
jurisdiction.
RESOLVED that the effective date of the Certificate of
Ownership and Merger setting forth a copy of these
resolutions, and the date upon which the merger therein
provided for, shall become effective shall be October 31,
1977.
Executed on October 26, 1977.
Airtemp Corporation
/s/ S. Giordano, Jr.
-----------------------------------
President
Attest:
/s/ A. Granoinetti-Luska
- ----------------------------------------------
Asst. Secretary
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STATE OF NEW JERSEY )
) ss.:
COUNTY OF MIDDLESEX )
Salvatore Giordano, Jr., being duly sworn, deposes and says that he is
one of the persons who signed the foregoing certificate of merger on behalf of
the corporation named therein as the surviving corporation; that he signed said
certificate in the capacity set opposite or beneath his signature thereon; that
he has read the foregoing certificate and knows the contents thereof; and that
the statements contained therein are true to his own knowledge.
/s/ S. Giordano, Jr.
-----------------------------------
President
Subscribed and sworn to before me on October 26, 1977.
/s/ Antoinette Granoinetti-Luska
- ----------------------------------------
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CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
of
AIRTEMP CORPORATION
It is hereby certified that:
1. The name of the corporation [hereinafter called the "corporation"]
is AIRTEMP CORPORATION.
2. The certificate of incorporation of the corporation is hereby
amended by striking out Article First thereof and by substituting in lieu of
said Article the following new Article First: "The name of the corporation is
Fedders Air Conditioning USA, Inc. (hereinafter called the "Corporation").
3. The amendment of the Certificate of Incorporation herein certified
has been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
Signed and attested to at Peapack, New Jersey on May 23, 1985.
/s/ Salvatore Giordano
--------------------------------------------
Salvatore Giordano, Chairman of the Board
Attest:
/s/ Howard S. Modlin, Sec'y
- -----------------------------------------------------
Howard S. Modlin Secretary
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CERTIFICATE OF OWNERSHIP AND MERGER
OF
CareCo, Inc. (a Delaware corporation)
INTO
Fedders North America, Inc. (a Delaware corporation)
It is hereby certified that:
1. Fedders North America, Inc. (hereinafter sometimes referred to as
the "Corporation") is a business corporation of the State of Delaware.
2. The Corporation is the owner of all of the outstanding shares of the
stock of CareCo, Inc., which is also a business corporation of the State of
Delaware.
3. On July 9, 1996, the Board of Directors of the Corporation adopted
the following resolutions to merge CareCo, Inc. into the Corporation:
RESOLVED that CareCo, Inc. be and is hereby merged into
Fedders North America, Inc. pursuant to IRC Sec. 368(a)(1)(A).
RESOLVED that the proper officers of this Corporation be, and
they hereby are, authorized and directed to take all such
steps and execute and deliver all such documents and other
instruments as may be necessary or appropriate to carry out
the foregoing resolution.
Executed on July 9, 1996. Fedders North America, Inc.
/s/ S.M. Muscarnera
-----------------------------------
Its Secretary
S.M. Muscarnera
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CERTIFICATE OF OWNERSHIP AND MERGER
OF
RTXX Corporation (a Delaware corporation)
INTO
Fedders North America, Inc. (a Delaware corporation)
It is hereby certified that:
1. Fedders North America, Inc. [hereinafter sometimes referred to as
the "Corporation"] is a business corporation of the State of Delaware.
2. The Corporation is the owner of all of the outstanding shares of the
stock of RTXX Corporation, which is also a business corporation of the State of
Delaware.
3. On July 9, 1996, the Board of Directors of the Corporation adopted
the following resolutions to merge RTXX Corporation into the Corporation:
RESOLVED that RTXX Corporation be and is hereby merged into
Fedders North America, Inc. pursuant to IRC Sec. 368(a)(1)(A).
RESOLVED that the proper officers of this Corporation be, and
they hereby are, authorized and directed to take all such
steps and execute and deliver all such documents and other
instruments as may be necessary or appropriate to carry out
the foregoing resolution.
Executed on July 9, 1996. Fedders North America, Inc.
/s/ S.M. Muscarnera
-----------------------------------
Its Secretary
S. M. Muscarnera