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Exhibit 3.25
CERTIFICATE OF INCORPORATION
OF
THERMADYNE RECEIVABLES, INC.
I, the undersigned natural person acting as an incorporator of a
corporation (hereinafter called the "CORPORATION") under the General Corporation
Law of the State of Delaware "DGCL,"), do hereby adopt the following Certificate
of incorporation for the Corporation;
FIRST: The name of the Corporation is Thermadyne Receivables, Inc.
SECOND: The registered office of the Corporation in the State of Delaware
is located at Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of the registered agent of the
Corporation at such address is The Corporation Trust Company.
THIRD: The nature of the business or purpose to be conducted or promoted by
the Corporation is to engage exclusively in the following business and financial
activities:
(a) to purchase or otherwise acquire from Clarke (as defined
below), and to hold, own, sell, assign, transfer or pledge or to hold,
own, sell, assign, transfer or pledge interests in, or interests in
pools of, any right of the Corporation. Clarke or the Sellers (as
defined below) to payment, whether constituting accounts, chattel
paper, instruments, general intangibles or otherwise, arising from the
Receivables (as defined in the Receivables Purchase and Sale Agreement
(as defined below)); and to enter into agreements and other documents
in connection with the foregoing;
(b) to borrow money and otherwise incur indebtedness to
facilitate any activity authorized herein and to pledge or otherwise
grant security interests in Receivables and its other assets to secure
Such indebtedness;
(c) to enter into any agreement relating to any Receivables
that provides for the administration, servicing and collection of
amounts due on such Receivables, including, without limitation,
agreements relating to data processing services and capability;
(d) to lend or otherwise invest proceeds from Receivables and
other income as determined by the Corporation's board of directors in
accordance with the contractual agreements to which the corporation is
subject;
(e) without limiting the generality of any of the foregoing, to
execute, deliver and perform the Receivables Purchase and Sale
Agreement (as defined below) and the Receivables Participation
Agreement (as defined below) and any and all other documents
(including, without limitation, financing statements and other
documents under the Uniform Commercial Code) contemplated thereby or
in connection therewith;
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(f) to issue capital stock providers for herein and any other
securities deemed appropriate by its officers; and
(g) to engage in any lawful act or activity and to exercise any
powers permitted to corporations organized under the General
Corporation law of the State of Delaware, provided that such act,
activity or power is related or incidental to and necessary,
appropriate or convenient for the accomplishment of the purposes
specified in CLAUSES (A) THROUGH (Q) above.
As used in this Certificate of Incorporation, (i) the terms "RECEIVABLES
PURCHASE AND SALE AGREEMENT" means a certain Receivables Purchase Agreement to
be entered into among the Corporation, Clarke Industries, Inc. ('Clarke") and
Thermadyne Holdings Corporation, providing for the acquisition by the
Corporation of certain Receivables from Clarke and certain other matters, as
such may be amended or modified from time to time; (ii) the term "RECEIVAB1ES
PARTICIPATION AGREEMENT" means a certain Receivables Participation Agreement to
be entered into among the Corporation sad NationsBank of Virginia, NA., as
Trustee, providing for the transfer of interests in Receivables by the
Corporation to the Trustee, the servicing of such Receivables and certain other
matters, as such may be amended or modified from time to time; and (iii) the
term "SELLERS" has the meaning assigned to such term in the Receivables Purchase
Agreement.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares, par value $.01 per share, designated
Common Stack.
FIFTH: The name of the incorporator at the Corporation is C. Craig Lilly,
and the mailing address of such incorporator is 100 Crescent Court, Suite 1300,
Dallas, Texas 75201.
SIXTH: The number at directors constituting the initial board of directors
is three (3), and the name and mailing address of the persons who is to servo as
director until the first annual meeting at stockholders or until his successor
is elected and qualified is as follows:
James N. Mills 101 South Hanley Road, Suite 300
St. Louis, Missouri 63105
Randall E. Curran 101 South Hanley Road, Suite 300
St. Louis, Missouri 63105
Andrew L. Stidd c/o Lord Securities Corporation
2 Wall Street
New York, New York 10005
SEVENTH: Directors of the Corporation need not be elected by written ballot
unless the by-laws of the Corporation otherwise provide.
EIGHTH: The directors of the Corporation shell have the power to adopt,
amend, and repeal the by-laws of the Corporation.
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NINTH: No contract or transaction between the Corporation and one or more
of its directors, officers, or stockholders or between the Corporation and any
Person (as hereinafter defined) or other organization in which one or more of
its director, officers, or stockholders are directors, officers, or
stockholders, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participate in the meeting of the board or committee which authorizes the
contract or transaction, or solely because his, her, or their votes are counted
for such purpose, if; (i) the material facts as to his or her relationship or
interest and as to the contract or transaction are disclosed or are known to the
board of directors or the committee, and the board of directors or committee in
good faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or (ii) the materiel facts as to his or her relationship
or interest and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (iii) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved, or ratified by the board of directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction
TENTH: The Corporation shall indemnify any Person who was, is, or is
threatened to be made a party to a proceeding (as hereinafter defined) by reason
of the fact that he or she (i) is or was a director or officer of the
Corporation or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, so1e
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent permitted under the DGCL, as the same exists or may hereafter be
amended. Such right shall be a contract right and as such shall run to the
benefit at any director or officer who is elected and accepts the position of
director or officer of the Corporation or elects to continue to serve as a
director or officer of the Corporation while this Article is in effect. Any
repeal or amendment of this Article Tenth shall be prospective only and shall
not limit the rights of any such director or officer or the ob1igations of the
Corporation with respect to any claim arising from or related to the services of
such director or officer in any of the foregoing capacities prior to any such
repeal or amendment to this Article Tenth. Such right shall include the right to
be paid by the Corporation expenses incurred in defending any such proceeding in
advance of its final disposition to the maximum extent permitted under the DGCL,
as the sane exists or may hereafter be amended. If a claim for indemnification
or advancement of expenses hereunder is not paid in full by the Corporation
within sixty (60) days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim, and if successful in
whole or in part, the claimant shall also be entitled to be paid the expenses of
prosecuting such claim. It shall be a defense to any such action that such
indemnification or advancement of costs of defense are not permitted under the
DGCL, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its board of directors or any
committee thereof, independent legal counsel, or stockholders) to have made its
determination prior to the commencement of such action that indemnification of,
or advancement of costs of
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defense to, the claimant is permissible in the circumstances nor an actual
determination by the Corporation (including its board of directors or any
committee thereof, independent legal counsel, or stockholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification or advancement is not
permissible. In the event of the death of any Person having a right of
indemnification under the foregoing provisions, such right shall inure to the
benefit of his or her heirs, executors, administrators, and personal
representatives. The rights conferred above shall not be exclusive of any other
right which any Person may have or hereafter acquire under any statute, by-law,
resolution of stockholders or directors, agreement, or otherwise.
The Corporation may additionally indemnify any employee or agent of the
Corporation to the fullest extent permitted by law.
As used herein, the term "proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative. any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.
ELEVENTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for Liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) under Section 174 or the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. My
repeal or amendment of this Article Eleventh by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation arising
from an act or omission occurring prior to the time of such repeal or amendment.
In addition to the circumstances in which a director of the Corporation is not
personally liable as set forth in the foregoing provisions of this Article
Eleventh, a director shall not be liable to the Corporation or its stockholders
to such further extent as permitted by any law hereafter enacted, including
without limitation any subsequent amendment to the DGCL.
TWELFTH: The Corporation expressly elects not to be governed by Section 203
of the DGCL.
THIRTEENTH: A. Notwithstanding any other provision of this Certificate of
incorporation and any provision of law that otherwise so empowers the
Corporation, the Corporation shall not, without (i) receiving prior written
confirmation from each nationally recognized rating agency which has beet
requested by the Corporation or any of its affiliates to rate those certain
certificates (collectively, the "CERTIFICATES") to be issued pursuant to the
terms of the Receivables Participation Agreement (such rated Certificates being
"Rated Instruments") and which is then rating such Rated Instruments, that any
such action taken by the Corporation will not adversely effect upon the rating
of such Rated Instruments, and (ii) if no nationally recognized rating agency is
rating the Certificates, without the approval of the Independent Director
referred to below, do any of the following:
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(a) amend this Certificate of Incorporation:
(b) incur any indebtedness for borrowed money, or assume or
guaranty any indebtedness of any other Person, other than (A)
indebtedness incurred in connection with the Certificates; and (B)
indebtedness incurred in connection with the acquisition or any
Receivable (as defined in the Receivables Participation Agreement) or
otherwise permitted by the Receivables Participation Agreement; or
(c) dissolve or liquidate, in whole or in part, consolidate or
merge with or into any other entity or convey or transfer its
properties and assets substantially as an entirety to an entity;
PROVIDED, that if there shall not be an Independent Director of the
type required by Article Fourteenth then in office and acting and no
nationally recognized rating agency is rating the Certificates, none
of the above actions shall be taken until a director meeting the
requirements of Article Fourteenth shall have been elected and shall
have approved the same.
B. Notwithstanding any other provision of this Certificate of
Incorporation, without the affirmative vote of 100% of the members of the Board
of Directors of the Corporation, the Corporation shall not institute proceedings
to be adjudicated bankrupt or insolvent, or consent to the institution of
bankruptcy or insolvency proceedings against it or file a petition seeking, or
consent to, reorganization or relief under any applicable federal or state law
relating to bankruptcy, or consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Corporation
or a substantial part of its property, or make any assignment for the benefit of
creditors, or admit in writing its inability to pay its debts generally as they
become due, or take corporate action in furtherance of any such action; PROVIDED
that if there shall not be a director of the type required by Article Fourteenth
then in office and acting, a vote on any matter set forth in this Part B of
Article Thirteen hereof shall not be taken unless and until a director meeting
the requirements of Article Fourteenth shall have been elected.
FOURTEENTH: A. The Board of Directors of the Corporation shall at all times
include not less than one (1) Independent Director. When voting on matters
subject to the vote of the Board of Directors, including those matters specified
in Article Thirteenth hereof, the Independent Director shall take into account
the interests of the creditors of the Corporation as well as the interests of
the Corporation as a whole. No director required by this Article Fourteenth
shall be a trustee in bankruptcy for any affiliate of the Corporation.
B. The Independent Director serving pursuant to the requirements of
this Article Fourteenth shall not, with regard to any matter described in
Article Thirteenth, owe a fiduciary duty or other obligation to the stockholders
of the Corporation (except as may specifically be required the statutory law of
any applicable jurisdiction); instead such Independent Director's fiduciary duty
or other obligations with regard to any matter described in Article Thirteenth
shall be owed to the Corporation taken as a whole, including, the Corporation's
creditors. Every stockholder of the Corporation shall be deemed to have
consented to the foregoing by virtue of such stockholders purchase of shares of
capital stock of
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the Corporation, and no further act or deed of any stockholder shall be required
to evidence such consent.
C. As used in this Certificate of Incorporation, the following terms
shall have the meanings set forth below:
An "AFFILIATE" of a Person, or Person "AFFILIATED WITH," a specified
Person, means a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the specified Person.
"ASSOCIATE," when used to indicate a relationship with any person, means
(A) a corporation or organization of which such person is an officer, director
or partner or is, directly or indirectly, the beneficial owner of ten percent
(10%) or more of any class of equity securities, (B) any trust or other estate
in which such person serves as trustee or in a similar capacity.
The term "CONTROL" (including the terms "CONTROLLING," "CONTROLLED BY" and
"UNDER COMMON CONTROL WITH") means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract, or
otherwise; PROVIDED, HOWEVER, that a Person shall not be deemed to control
another Person solely because he or she is a director of such other Person.
"INDEPENDENT DIRECTOR(S)" means any individual (i) who is not and has not
been within the five (5) years immediately prior to such individual's
appointment as an Independent Director (and is not and has not for five (5)
years been an Associate, as defined below, of): (A) employed by an affiliate of
the Corporation as a director, officer or employee (B) an advisor or consultant
to an affiliate of the Corporation; (C) affiliated with a customer (other than
an individual purchaser of retail items) or supplier of an affiliate of the
Corporation; (D) affiliated with a company which is a customer or supplier of
art affiliate of the Corporation (E) a party to a personal services contract(s)
with an affiliate of the Corporation; (F) affiliated with a tax-exempt entity
that receives significant contributions from an affiliate of the Corporation;
(G) the beneficial owner at the time of such individual's appointment as an
Independent Director, or at any time thereafter while serving as an Independent
Director, of any number of shares of any classes of common stock, or partnership
interest, of an affiliate of the Corporation; (ii) a spouse, parent, sibling,
child, uncle, aunt, grandfather, grandmother, niece, nephew or cousin of any
Person described in (i) (A) through (G); or (iii) a creditor of an affiliate of
the Corporation.
"PERSON" means an individual, partnership, corporation (including a
business trust), joint stock company, limited liability company, trust,
unincorporated association, joint venture, government or any agency or political
subdivision thereof or any other entity.
A "SUBSIDIARY" of a Person means any corporation, partnership, joint
venture or other enterprise, at least 50% of the equity interests of which are
owned, directly or indirectly through one or more other subsidiaries, by such
Person.
I, the undersigned, for the purpose of forming the Corporation under the
laws of the State of Delaware, do make, file, and record this Certificate of
Incorporation and do certify that this is
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my act and deed and that the facts stated herein are true and, accordingly, I do
hereunto set my hand on this 20th day of December, 1994.
/s/ C. Craig Lilly
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C. Craig Lilly
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