State of Delaware PAGE 1 Office of the Secretary of State ------------------------------------------ I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "FARBERWARE INC.", CHANGING ITS NAME FROM "FARBERWARE INC." TO "BRUCKNER MANUFACTURING CORP.", FILED IN THIS OFFICE ON THE TWELFTH DAY OF APRIL, A.D. 1996, AT 9 O'CLOCK A.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. [SEAL] /s/ Edward J. Freel -------------------------------- Edward J. Freel, Secretary of State AUTHENTICATION: 7905043 DATE: 04-12-96 2139322 8100 96010590 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF FARBERWARE INC --------------------------------------------- Pursuant to Section 242 of the General Corporation Law of the State of Delaware --------------------------------------------- Farberware Inc., a Delaware corporation (the "Corporation") does hereby certify that the Certificate of Incorporation of the Corporation is hereby amended by changing Article FIRST thereof so that, as amended, said Article shall read in its entirety as follows: 1. The name of the corporation is: BRUCKNER MANUFACTURING CORP. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed in its corporate name by its Vice President and attested by its Assistant Secretary this 2nd day of April, 1996. FARBERWARE INC. By: /s/ George H. MacLean ----------------------------- George H. MacLean Vice President ATTEST: /s/ Steven C. Barre - ------------------------ Steven C. Barre Assistant Secretary STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILE 09:00 AM 04/12/1996 960105902 - 2139322