STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 06:10 PM 08/14/1997 971273104 - 2779755 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION ================================================================================ Climbing Acquistion Company - -------------------------------------------------------------------------------- a corporation organized and existing under and by virtue of the Central Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of Climbing Acquistion Company - -------------------------------------------------------------------------------- resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "Article I" so that, as amended, said Article shall be and read as follows: The name of this Corporation is Climbing, Inc. SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment. IN WITNESS WHEREOF, said Climbing Acquistion Company has caused the certificate to be signed by James J. Viera, its Vice President and William R. Busch, Jr., its Secretary, this 14th day of August, 1997. By: /s/ JAMES J. VIERA ----------------------------- Vice President James J. Viera Attest: /s/ WILLIAM R. BUSCH, JR. ------------------------- Secretary William R. Busch, Jr. STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 11:51 AM 07/30/1997 971253740 - 2779755 CERTIFICATE OF INCORPORATION OF CLIMBING ACQUISITION COMPANY The undersigned incorporator, being a person 18 years of age or older, in order to form a corporate entity under Delaware General Corporation Law, hereby sets forth the following Certificate of Incorporation; ARTICLE I The name of this Corporation is Climbing Acquisition Company. ARTICLE II The address of the registered office of this Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, located in New Castle County. The registered agent at that address is The Corporation Trust Company. ARTICLE II The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE lV The total number of shares of stock which this Corporation has the authority to issue is 10,000 shares, all of which shall be designated Common Stock, with a par value of $.01 per share. ARTICLE V The name and mailing address of the incorporator of this Corporation is: Barbara H. Brown FAEGRE & BENSON LLP 2200 Norwest Center 90 South Seventh Street Minneapolis, Minnesota 55402-3901 ARTICLE VI Except as may otherwise be provided by law, the books of the Corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may designate. ARTICLE VII The following individual is hereby appointed as the first sole Director of the Corporation, to serve until the first meeting of shareholders of the Corporation and until his successor is duly elected and qualified: James J. Viera Elections of Directors need not be by written ballot unless the By-Laws of the Corporation shall so provide. ARTICLE VIII In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal by-laws of the Corporation, without any action on the part of the stockholders. The by-laws made by the directors may be adopted, amended or repealed by the stockholders. Any specific provision in the by-laws regarding amendment thereof shall be controlling. ARTICLE IX No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty by such director as a director; provided, however, that this Article shall not eliminate or limit the liability of a director to the extent provided by applicable law (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 a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of July, 1997. /s/ BARBARA H. BROWN ------------------------------ Barbara H. Brown, Incorporator -2-