Document GKKBY4D7QYE2zBJZV7Qx33qon

State of Delaware Office of the Secretary of State PAGE 1 TF-1339 I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "DRESSER FINANCE CORPORATION", FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF MARCH, A.D. 1972, AT 10 O'CLOCK A.M. 0780176 8100 010500704 Harriet Smith Windsor, Secretary ofState AUTHENTICATION: 1381651 DATE: 10-09-01 T 7 orcertificate incorporation or CRESSER FINANCE CORPORATION | J * 1. The name of the corporation la | I > DRB3SER FINANCE CORPORATION j 2. The address of its registered office In the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its regie- ! i ! , tered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is Twenty Five Cents ($0.25) amounting in the aggregate to Two Hundred I and Fifty Dollars ($250.00). ii j > 00002 il i! i1 | .. .'..-v ' 4-- 5. Th* name and stalling address of each incor porator la aa follow*: I ` HAW MAILING ADDRESS 0. J. Coyle 100 veat Tenth Street Wilmington, Delaware 19601 W. J. Rolf 100 Weat Tenth Street Wilmington, Delaware 19801 J. L. Rivera 100 Veat Tenth Street Wilmington, Delaware 19801 6. The corporation la to have perpetual existence. 1 7. In furtherance and not In limitation of the :1 povers conferred by statute, the board of directors is expressly authorized: To make, alter or repeal th* by-laws of the cor } ' poration. * > ,1 To authorize and cause to be executed mortgages and liens upon the real and personal property of the cor- | poration. To Bet apart out of any of the finds of the cor poration available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created. By a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board V i 3 may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified 'i member at any meeting of the committee. The by-laws may f provide that In the absence or disqualification of a member of a committee, the member or members .thereof present at any meeting and not disqualified from voting, whether or 1 ; 1 (0003 il , 2 i i t \ | tt * j r 3 i i i 3 i S not he or they constitute e quorum, my unanimously ap point another member of the board of directors to act at the meeting In the place of any such absent or disqualified member. Any such committee, to the extent provided in the :! resolution of the board of directors, or in the by-laws of il !| the corporation, shall have and may exercise all the powers | and authority of the board of directors in the management :i 11 of the business snd affairs of the corporation, and may !j authorize the seal of the corporation to be affixed to all ! papers which may require It; but no such committee shall . have the power or authority in reference to amending the ; certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to i the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or by-laws, expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the lBBuance of stock. When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist In whole or in part of money or property including shares of stock In, and/or other securities of, any other corporation or corporations, as its board of directors shall deem"expedient and for. the best interests of the corporation. 8. Meting* of stockholder* may be held within or without the State of Delaware, as the by-laws nay pro vide. The books of the corporation may be kept (subject to any provision contained In the statutes) .nrtslde the State of Delaware at such place or place* as may be designa ted from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by written ballot unless the by-laws of the corpora tion shall so provide. 9. The corporation reserves the right to amend, i alter, change or repeal any provision contained In this ! certificate of Incorporation, in the manner now or herej after prescribed by statute, and all rights conferred upon ; stockholders herein are granted subject to this reservation. WE, THE UNDERSIGNED, being each of the Incorpora tors hereinbefore named, for the purpose of forming a cor poration pursuant to the General Corporation Law of the : State of Delaware, do make thiB certificate, hereby declar ing and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto I aet our hands this 22nd day of March , 1972*