Document j495OBM5xBqYGXoNKXVqJ3Dp

State ofDelaware Office of the Secretary of State PAGE 1 I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT i COPY OF THE CERTIFICATE OF OWNERSHIP OF "NORTH AMERICAN REFRACTORIES COMPANY", FILED IN THIS OFFICE ON THE THIRTIETH DAY OF SEPTEMBER, A.D. 1968, AT 10 O'CLOCK A.M. 0242704 8100 010212805 AUTHENTICATION: 1113266 DATE: 05-03-01 LKir: IKk./t n 01- ('V/NKiO.HIP AND merger MERGING \inli Ani/M-ican U<>fr.-ictorirx Company fiv ro Kl.THA Corporation i EL1KA Corporation, a corporation organised and existing under the law*, of New York. DOES HEREBY CERTIFY: FIRST: That this corporation was incorporated on the 28th day of , June . 1963. pursuant to the Stock Corporation Law of the State of New York. . the provisions of -which permit the merger of a subsidiary corporation of another state into a parent corporation organised and existing under the taws of said state. SECOND.- That this corporation owns at least ninety percentum of the outstanding shares of the stock of North American Refractories Company, a corporation incorporated on the 12th day of September. 1928. pursuant to the General Corporation Law of the State of Delaware. THIRD That this corporation, by the following resohitions'of its Board <?f Directors, duly adopted at a meeting held on the 30th day of July. 1968, determined to and did merge -.nto itself said North American Refractories Company: RESOLVED. That ELTRA Corporation merge. and it hereby does merge into itself said North American Refractories Company, and assumes all of its obligations; and FURTHER RESOLVED. That the merger shall be effective upon the date of filing with the Secretary of State of Delaware. FURTHER RESOLVED. That the plan of merger is as follows- 1. The name of the subsidiary corporation i# North American Refractories Company, a Delaware corporation and the name of the surviving corporation is ELTRA Corporation, a New York corporation. 2. There are 346, 386 shares of North American Refractories Company outstanding of which 344, 892 are owned by ELTRA Corporation, 3. ELTRA Corporation will pay $42, 20 for each share of North American Refractories Company stock upon tender at ELTRA, Two Pennsylvania Plaza, N.Y., N,Y, FURTHER RESOLVED. That the proper officers of this corporation be and they hereby are directed to notify each stockholder of record of said North American Refractories Company entitled to notice, within H3 days after ihe effective date of filing of the Certificate of Ownership and Merger, tb&t raid Certificate 0/ Ownership and Merger has become effective; and $ it f v*-9 FURTHER HhO;.VJ:o 't Jijit the proper officii** of fh:s corporation be .1nil ihey berehv ;< rtlrc<-t"*l t<> m.tk*1 and Xrrut,,, under the corporate Sl4) oi thl* corporation, a Onitlrtale of Owue * * |ti p and Merger petlinji forth .1 copy of thr rc^oiiriiort** *<i merge mid North American Refractories Company and assume Lt. Imbllifiee and <\i>l (nation*. and the date of adoption mrt rof. .m<! i.< emia** litr nnm- t* I>c filed with the Secretary of Slab* and a certified copy in the office of thr Recorder of Deed* of New Castle County and lo do all act* and thin.tK whatftoever, whether within or without the ^late of Delaware, which may hr in anywise necessary proper to effect raid merger. FOVUTH; Vhoi Vrr.s corporation survives the merger and may be served with process in the State of Delaware in any procev--05 for enforcement of any obligation of North American Refractories Company as well as for enforcement of any obligation of the surviving corporation arising from the merger, including any 6uit or other proceeding to enforce the right of any stockholder as determined in appraisal proceedings pursuant to the provisions of Section 262 of Title 8 of the Delaware Code of 1953, and it does hereby irrevocably appoint the Secretary of State of Delaware as its agent to accept service of process in any such suit or other proceeding. The address to which a copy of such process shall be mailed by the Secretary of State of Delaware is Two Pennsylvania Plaza, New York. New York ' 10001 until the surviving corporation shall have hereafter designated tn writing to the said Secretary of State a different address for such purpose. Service of such process may be made by personally delivering to and leaving with the Secretary of State of Delaware duplicate copies of such process, one of which copies the Secretary of State of Delaware shall forthwith send by registered mall ( ELTRA Corporation at the above address. s FIFTH. Anything herein or elsewhere to the contrary notwithstanding this merger may be terminated and abandoned by the board of directors of ELTRA Corporation at any rime prior to the date of filing the merger with the Secretary of State, IN WITNESS WHEREOF, said ELTRA Corporation has caused its corporate seal to be heteunto affixed and this certificate to be signed by Robert H. Lou<:sbury, its Vice President, and attested by David H. Spillez, Us Secretary this 26th day of September, 1968, ELTRA Corooratlon ATTEST: i STATE OF NEW YORK 1 ) COUNTY OF XEW YORK! BE IT REMEMBERED that on thin Z6th day of September. 1?68, personally came before mc, a Notary Public in and for the County and State aforesaid, Robert H. Eouns.bury. Vice President of ELTRA Corporation, a corporation of tltc State of New Yotk. and he duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation and the facts stated therein are tre , and that the seal affixed to said certificate and attested by the Secretary of said corporation ie the common ot corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my band and seal of 4, tfice the day and year aforesaid. ,****K*L.s*Uc-n""rv*r**tv*r><,.ao)n * mo* * ***"_ cmkmom ******nMPt ^ 3 'tn/Q Notary Public p^dv\6.-; i 1} ii t l