Document YrNkmK1qRdNEzkqVRXpd4mDO8

Filing fee: jUfiO DUPLICATE ORIGINAL OF ARTICLES OF MERGER OF DOMESTIC SUBSIDIARY CORPORATION INTO American Insulated Wire Corporation Pursuant to the provisions of Section 7-1.1-68.1 of the General Laws, 1956, as amended, the undersigned corporation adopts the following Articles of Merger for the purpose of merging the subsidiary corporation into itself: First: The following Plan of Merger was approved by the directors of the under signed corporation in the manner prescribed by said Section 7-1.1-68.1: (IitMit Plan cf Steg} 1. Rhode Island Insulated Wire Co., Inc., a Rhode Island Corporation, (hereinafter called ''Subsidiary") the wholly-owned Subsidiary of American Insulated Wire ' Corporation, a Rhode Island Corporation, (hereinafter / called "American") shall be merged into American, which shall be the surviving Corporation. 2. The outstanding shares of stock of Subsidiary consist of 1000 shares of common stock, all of which are owned by American. 3. On the effective date of the Merger of Subsidiary into American, the separate existence of Subsidiary shall cease, the stock of Subsidiary shall be canceled, and American, as the surviving Corporation, shall succeed to all of the properties, rights and other assets and be subject to all of the liabilities of Subsidiary without further action by either Corporation. 4. The officers and directors of Subsidiary as of the effective date of this Merger shall, upon request by American, execute and deliver such documents and take such other action as may be necessary to carry out this Plan of Merger. 5. The effective date of this Merger shall be December 31, POftM 1M 1.70 WAIVER OF NOTICE The undersigned, being the sole shareholder of Rhode Island Insulated Wire Corporation, a Rhode Island Corporation, hereby waives all notice, whether required by statute or otherwise, of the Plan of Merger approved December 12, 1977 by the Board of Directors of American Insulated Wire Corpora tion, a Rhode Island Corporation, under which Plan said Rhode Island Insulated Wire Co., Inc., a wholly-owned Sub sidiary of American Insulated Wire Corporation, is to be merged into American Insulated Wire Corporation, effective as of December 31, 1977, and the undersigned hereby agrees and consents to the filing with the Rhode Island Secretary of State at any time on or after the date hereof and prior to December 31, 1977 of Articles of Merger to effectuate such Plan. Dated: December/^ , 1977 Its President Second: As to the subsidiary corporation, the number of shares outstanding, and the designation and number of outstanding shares of each class and the number of shares of each Sass owned by the surviving corporation are as follows: Number of shares outstanding Number of shares owned bysurviving corporation Design*.!tionof class Number of tbarts Numberof shares owned by surriv- iag corporation 1000 1000 Common 1000 1000 Third : A copy of the plan of merger was mailed to the shareholders of the subsidiary corporation on.... ............................................................................... . signed by all shareholders of the Subsidiary Corporation. Fourth: Time merger to become effective (7-1.1-69): December 31, 1977 Dated.......Dec.emb.er......'.$........, 19...7.7. ..Aei:iffl^....Xnsjj,lajted...Kir.e..^.orpJQEation BV ' ,lra & 6alfeftesident . and .Q...hzr...... .... " Arno%T.:.....Gafetary State of Rhode Island ) > Sc. COUNTYOF Providence) At..................... Er.Qviden.ee...............in said county on the.......... ...................... day of .. .December.........................................19.7.7., before me personally appeared.... Arnold.... ...X... Galkin................................... , who being by me first duly sworn, declared that he is the............. Secretary......................................of ^&ican Insul^ that he signed the foregoing document as such....^raClC!T1...........Secre tary...... of the corporation, and that thestatements therein contained are true. Notan Public CERTIFICATE OF MERGER | n*:p;\r;i OF DOMESTIC CORPORATIONS INTO ; ... American Insulated Mire Corporation ....... I,llJZABEriH..S....HSMlLa3uN.,...5eccnd.Defuty.. Secretary of State of the State of Rhode Island, hereby certify that duplicate originals of Articles of Merger of............................. co . INC* and . ..Tngu'ia'ted Wire.^xForaticn} , ^ American.InsulatedWire............................... .. ' ' ' . domestic corporations, into...Corporation................................... , a domestic corporation, duly signed and verified pursuant to the provisions of Chapter 7-1.1 of the General Laws, 1956, as amended, have been received in this office and are found to conform to law, and that the foregoing is a duplicate original of the Articles of Merger. Witness my hand and the seal of the State of Rhode Island this 23rd day of December 19 77. . Seconcy Deputy Sectary o/stau RECEIVED F*'m DEC $ 3197?