**Exhibit 3.30**

 

AMALGAMATIONAGREEMENT made effective as of the 26th day of September, 1980.

 

A M O N G:

 

VICTOR EQUIPMENT COMPANYOF CANADA LTD., an Ontario corporation governed by The Business CorporationsAct, having, its head office in the Municipality of Metropolitan Toronto, inthe said Province,

 

(hereinafter called “Victor”)

 

OF THEFIRST PART,

 

- and -

 

STOODY UNIWELD LIMITED,an Ontario corporation governed by The Business Corporations Act, having itshead office in the Municipality of Metropolitan Toronto, in the said Province,

 

(hereinafter called “Stoody”)

 

OF THESECOND PART.

 

WHEREAS:

 

A.                                   Victorwas incorporated pursuant to the provisions of The Business Corporations Act(Ontario) by certificate of incorporation dated the 17th day of March, 1976 andits authorized capital consists of 40,000 shares without nominal or par value,of which 1,000 shares have been issued and are currently outstanding.

 

B.                                     Stoodywas continued pursuant to the provisions of The Business Corporations Act(Ontario) by certificate of continuation dated the 10th day of June, 1980 andits authorized capital is divided into 4,000 Class A Preference Shares with apar value of $100 each, 100,000 Class B Preference Shares with a par value of$10 each and 10,000 common shares without par 

 

----

 

value, of which 3,100Class A Preference Shares, 57,500 Class B Preference Shares and 1,500 commonshares have been issued and are currently outstanding.

 

C.                                     Theparties hereto, having made full disclosure each to the other of all theirrespective assets and liabilities, have determined that it is desirable thattheir amalgamation should be effected and, acting under the authority containedin The Business Corporations Act (Ontario), have agreed to amalgamate andcontinue as one corporation upon the terms and conditions hereinafter set out.

 

NOW THEREFORE, inconsideration of the premises and the mutual covenants and agreements hereincontained (the adequacy of which is hereby mutually admitted), the partieshereto have agreed as follows:

 

# ARTICLE ONE

#  

# Interpretation

#  

## 1.01                           Definitions.Whenever used in this Agreement, the following terms shall have the respectivemeanings ascribed to them as follows:

##  

### (a)                                  “Act”means The Business Corporations Act, R.S.O.l970, Ch. 53, as heretofore enactedor as the same may from time to time be amended or re-enacted, or any otherlegislation hereafter enacted in substitution therefor or replacement thereof,and includes any regulations heretofore or hereafter made pursuant to such Actor other legislation, and any term defined in the Act and not otherwise definedherein is used in this Agreement with the same meaning;

###  

### (b)                                 “Corporation”means the corporation continuing from the amalgamation of the parties hereto;

###  

### (c)                                  “Board”means the board of directors of the Corporation.

 

2

----

 

# ARTICLE TWO

#  

# Implementation

#  

## 2.01                           Implementation.Victor and Stoody shall amalgamate under the provisions of the Act effectiveimmediately before the end of the 26th day of September, 1980 and shallcontinue as one corporation upon the terms and conditions hereinafter set out.After this Agreement has become effective, subject to Section 2.03 hereof,articles of amalgamation in prescribed form shall be delivered to the Minister,together with all other documents necessary to bring the amalgamation intoeffect.

##  

## 2.02                           Effect.Upon the amalgamation of Victor and Stoody and their continuance as onecorporation becoming effective:

##  

### (a)                                  theCorporation shall possess all their property, rights, privileges andfranchises;

###  

### (b)                                 theCorporation is subject to all their liabilities, contracts, disabilities anddebts;

###  

### (c)                                  allrights of creditors against and all liens upon their property, rights andassets are unimpaired;

###  

### (d)                                 alltheir debts, contracts, liabilities and duties thenceforth attach to theCorporation and may be enforced against it;

###  

### (e)                                  noaction or proceeding by or against one or more of them shall abate or beaffected by the amalgamation;

###  

### (f)                                    theirarticles of incorporation are each amended to the extent necessary to giveeffect to the terms and conditions of this Agreement.

###  

## 2.03                           Termination.Notwithstanding the approval of this Agreement by their shareholders, the boardof directors of either of Victor and Stoody, without further shareholder

 

3

----

 

## approval, may terminate the amalgamation and thisAgreement at any time before the issuance of a certificate of amalgamation.

##  

# ARTICLE THREE

#  

# Organization

#  

## 3.01                           Name.The name of the Corporation shall be Victor Equipment Company of Canada Ltd.

##  

## 3.02                           Powers.The objects of the Corporation shall be to manufacture, produce, adapt,prepare, import, export, buy, sell, lease and otherwise deal in goods, wares,materials, articles and merchandise of every nature and kind whatsoever and,without limiting the generality of the foregoing, to manufacture, produce,adapt, prepare, import, export, buy, sell, lease and otherwise deal in weldingequipment of every kind and description including parts thereof; and to build,purchase, lease or otherwise acquire and establish factories, warehouses,plants, machinery, and tools for the manufacture, distribution and sale of anyarticle or articles of merchandise.

##  

## 3.03                           AuthorizedCapital. The Corporation is authorized to issue the following shares:

##  

### (a)                                  SpecialShares - 10,000 shares of a class (the “Special Shares”) with a par valueof $100 each, the holders of which have the preferences and rights, and aresubject to the conditions, restrictions, limitations and prohibitions set outin Schedule A hereto;

###  

### (b)                                 CommonShares - 15,000 shares of a class of common shares (the “Common Shares”)without nominal or par value.

###  

## 3.04                           Acquisitionof Common Shares. The Corporation may from time to time purchase any of itsCommon Shares in accordance with the Act.

##  

## 3.05                           RestrictedTransfer. The right to transfer shares of the Corporation shall berestricted in that no shares shall be transferred without the approval of theBoard.

 

4

----

 

## 3.06                           LimitedNumber of Shareholders.  The numberof shareholders of the Corporation shall be limited to not more than 50persons, not including persons who are in the employment of the Corporation andpersons who, having been formerly in the employment of the Corporation, were,while in that employment, and have continued after the termination of thatemployment to be shareholders of the Corporation, 2 or more persons who arejoint registered owners of 1 or more shares being counted as a singleshareholder.

##  

## 3.07                           No PublicOffering. Any invitation to the public to subscribe for any securities ofthe Corporation shall be prohibited.

##  

## 3.08                           Meetingsof Shareholders. Meetings of shareholders may be held at any place in theProvince of Ontario or at any place in the State of California or the State ofTexas, two of the United States of America.

##  

## 3.09                           HeadOffice. Until changed in accordance with the Act, the place in Ontariowhere the head office of the Corporation is to be situated is the Municipalityof Metropolitan Toronto, in the Province of Ontario, and the address of thehead office of the Corporation shall be Suite 6600, First Canadian Place, 100King Street West, Toronto, Ontario M5X lB8.

##  

## 3.10                           By-laws.Until repealed, amended, altered or added to, the by-laws of the Corporationshall be the by-laws of Victor immediately before the amalgamation becomeseffective.

##  

## 3.11                           Borrowing.Without limiting the borrowing powers of the Corporation as set out in the Actand in its by-laws, the Board may from time to time:

##  

### (a)                                  borrowmoney upon the credit of the Corporation;

 

5

----

 

### (b)                                 issue,sell or pledge debt obligations of the Corporation, including withoutlimitation, bonds, debentures, notes or other similar obligations of the Corporation,whether secured or unsecured; and

###  

### (c)                                  charge,mortgage, hypothecate, pledge or otherwise create a security interest in all orany currently owned or subsequently acquired real or personal, movable orimmovable property of the Corporation, including book debts, rights, powers,franchises and undertaking, to secure any such debt obligations or any moneyborrowed or other debt or liability of the Corporation.

###  

The Board may fromtime to time delegate to such one or more of the directors and officers of theCorporation as may be designated by the Board all or any of the powersconferred on the Board in relation to the foregoing by this Section 3.11 or bythe Act to such extent and in such manner as the Board shall determine at thetime of each such delegation. Nothing in this Section 3.11 limits or restrictsthe borrowing of money by the Corporation on bills of exchange or promissorynotes made, drawn, accepted or endorsed by or on behalf of the Corporation.

 

# ARTICLE FOUR

#  

# Directors and Officers

#  

## 4.01                           Directors.Until changed in accordance with the Act, the Board of the Corporation shallconsist of six directors. Initially the directors of the Corporation shall bethe persons named below, whose addresses are set out opposite their respectivenames:

 
| **FULL NAME**          | ** ** | **ADDRESS**                                        |
|------------------------|------------|----------------------------------------------------|
|                   |       |                                               |
| John Michael Bobyk     |       | 35 Baby Point Crescent  Toronto, Ontario   M6S 2B7 |
|                   |       |                                               |
| Edward Allen Moorehead |       | 2109 Pembrooke Street   Denton, Texas              |

 

6

----

 
| Noel Frederick John Duke |   | 15 Candlewood Drive  Brantford, Ontario   N3R 6A2        |
|--------------------------|--------|----------------------------------------------------------|
|                     |   |                                                     |
| Donald Mackenzie Green   |   | 682 North Shore Blvd. East  Burlington, Ontario  L7T 1X2 |
|                     |   |                                                     |
| James Barton Lovell      |   | 2139 Casa Grande Drive  West Covina, California 91791    |
|                     |   |                                                     |
| Robert Hewitt            |   | 327 Redfern Avenue 

Montreal, Quebec   H3Z 2G5          |

 

Eachdirector shall hold office until the first meeting of shareholders of theCorporation, or until his successor is elected or appointed. The election ofsubsequent directors shall take place thereafter in accordance with theprovisions of the by-laws of the Corporation and the Act. Subject to theprovisions of the Act, the Board shall manage the business and affairs of theCorporation.

 

## 4.02                           Officers.Initially the persons named below shall hold the office or offices in theCorporation set out opposite their respective names until the first meeting ofshareholders of the Corporation or until their successors are duly elected orappointed:

 
| **NAME**               | ** ** | ** ** | ** ** | **OFFICE**                             |
|------------------------|------------|------------|------------|----------------------------------------|
|                   |       |       |       |                                   |
| John Michael Bobyk     |       | -          |       | President                              |
| Edward Allen Moorehead |       | -          |       | Vice-President                         |
| H. Roy Bagot           |       | -          |       | Director of Finance and Administration |
| John C. Wilson, Jr.    |       | -          |       | Treasurer                              |
| Campbell Revere Osler  |       | -          |       | Secretary                              |
| Lyle Cook              |       | -          |       | Comptroller                            |
| Texas N. Simpson       |       | -          |       | Assistant Treasurer                    |
| Ronald Goruk           |       | -          |       | Plant Manager                          |

 

7

----

 

# ARTICLE FIVE

#  

# Issued Capital

#  

## 5.01                           Transition.At the time the amalgamation of Victor and Stoody becomes effective, theirshares become issued and fully paid shares of the Corporation, or arecancelled, as the case may be, as follows:

##  

### (a)                                  the3,100 issued and outstanding Class A Preference Shares, 57,500 issued andoutstanding Class B Preference Shares and 1,500 issued and outstanding commonshares all of Stoody become 9,080 Special Shares;

###  

### (b)                                 the1,000 issued and outstanding common shares of Victor become 10,000 CommonShares; and

###  

### (c)                                  allauthorized but unissued shares of Victor and Stoody are hereby cancelled.

###  

with the resultthat, immediately after the amalgamation becomes effective, there shall beoutstanding as fully paid and non-assessable 9,080 Special Shares and 10,000Common Shares.

 

## 5.02                           IssuedCapital. The issued capital of the Corporation immediately after theamalgamation becomes effective shall be equal to the issued capital determinedimmediately before the amalgamation became effective and attributable to thoseshares of Victor and Stoody which, pursuant to Section 5.01, became shares ofthe Corporation.

##  

## 5.03                           ShareCertificates. After the amalgamation becomes effective, the shareholders ofVictor and Stoody, when requested by the Corporation, shall surrender forcancellation the certificates representing shares held by them in Victor andStoody, respectively, and shall be entitled to receive, upon request,certificates for shares of the Corporation on the basis aforesaid.

 

8

----

 

IN WITNESS WHEREOFthis Agreement has been duly executed by the parties hereto under theirrespective corporate seals as witnessed by the signatures of their properofficers in that behalf.

 

DATED this 26thday of September, 1980.

 

 
|   | VICTOR EQUIPMENT COMPANY OF  CANADA LIMITED |   |
|--------|---------------------------------------------|--------|
|   |                                        |   |
|   | “John M. Bobyk”                   |   |
|   | President                                   | c/s    |
|   |                                        |   |
|   | “Campbell R.  Osler”              |   |
|   | Secretary                                   |   |
|   |                                        |   |
|   | STOODY UNIWELD LIMITED                      |   |
|   |                                        |   |
|   | “H. Roy Bagot”                    |   |
|   | President                                   | c/s    |
|   |                                        |   |
|   | “Campbell R.  Osler”              |   |
|   | Assistant Secretary                         |   |

 

9

----

 

SCHEDULE A

 

TO THEAMALGAMATION AGREEMENT

 

THEDESIGNATIONS, PREFERENCES, RIGHTS, CONDITIONS, RESTRICTIONS, LIMITATIONS, ORPROHIBITIONS ATTACHING TO THE SPECIAL SHARES ARE

 

Designation

 

#### 1.                                       TheSpecial Shares with a par value of one hundred dollars ($100) each shall bedesignated as thirteen per cent (13%) cumulative redeemable voting preferenceshares with a par value of one hundred dollars ($100) each (hereinafter called “PreferenceShares”).

 

Dividend

 

#### 2.                                       Theholders of the Preference Shares shall be entitled to receive and theCorporation shall pay thereon as and when declared by the board of directors ofthe Corporation out of the moneys of the Corporation properly applicable to thepayment of dividends fixed preferential cumulative cash dividends at the rateof thirteen per cent (13%) per annum on the par value thereof payable quarterlyon the first days of January, April, July and October in each year; dividendson the Preference Shares shall accrue from such date or dates as may in thecase of each issue be determined by the board of directors of the Corporationor in case no date be so determined then from the date of allotment; cheques ofthe Corporation payable at par at any branch of the Corporation’s banker’s forthe time being in Canada (far northern branches excepted) shall be issued inrespect of such dividends and payment thereof shall satisfy such dividends; ifon any dividend payment date the dividend payable on such date is not paid infull on all the Preference Shares then issued and outstanding, such dividend orthe unpaid part thereof shall be paid on a subsequent date or dates determinedby the board of directors on which the Corporation shall have sufficient moneysproperly applicable to the payment of the same; the

 

10

----

 

#### holders of the Preference Shares shall not be entitledto any dividends other than or in excess of the fixed preferential cumulativecash dividends hereinbefore provided for.

####  

Liquidation,Dissolution or Winding-Up

 

#### 3.                                       Inthe event of the liquidation, dissolution or winding up of the Corporation orother distribution of property or assets of the Corporation among shareholdersfor the purpose of winding up its affairs, the holders of the Preference Sharesshall be entitled to receive from the property and assets of the Corporation,before any amount is paid or any property or assets of the Corporationdistributed to the holders of any Common Shares or shares of any other classranking junior to the Preference Shares, an amount equal to the aggregate parvalue thereof together with all accrued and unpaid fixed preferentialcumulative cash dividends thereon (which for such purpose shall be calculatedas if such dividends were accruing on a daily basis up to the date ofdistribution); after payment to the holders of the Preference Shares of theamount so payable to them as above provided, such holders shall not be entitledto share in any further distribution of the property or assets of theCorporation.

####  

Purchase forCancellation

 

#### 4.                                       TheCorporation may at any time or times purchase (if obtainable) for cancellationall or any part of the Preference Shares outstanding from time to time at thelowest price or prices at which, in the opinion of the directors, such sharesare obtainable but not exceeding an amount equal to the aggregate par valuethereof together with all accrued and unpaid fixed preferential cumulative cashdividends thereon (which for such purpose shall be calculated as if suchdividends were accruing on a daily basis up to the date of purchase); exceptwhere the purchase for cancellation is made on the open market or all theholders of the Preference Shares consent to the purchase, the Corporation maypurchase such shares only pursuant to tenders received by the Corporation uponrequest for tenders addressed to all the

 

11

----

 

#### holders of the Preference Shares and the Corporationshall accept only the lowest tenders; where, in response to the invitation fortenders, two or more shareholders submit tenders at the same price and thetenders are accepted by the Corporation as to part only of the PreferenceShares offered, the Corporation shall accept part of the Preference Sharesoffered in each such tender in proportion as nearly as may be to the totalnumber of Preference Shares offered in each such tender.

####  

Redemption atOption of Corporation

 

#### 5.                                       TheCorporation may, upon giving notice as hereinafter provided, redeem at any timeor times after September 26, 1985 the whole or any part of the then outstandingPreference Shares on payment for each share to be redeemed of the par valuethereof together with all accrued and unpaid fixed preferential cumulative cashdividends thereon (which for such purpose shall be calculated as if suchdividends were accruing on a daily basis up to the date of such redemption).

####  

#### 6.                                       Inany case of redemption of Preference Shares under the provisions of clause 5hereof, the Corporation shall at least thirty (30) days before the datespecified for redemption mail to each person who at the date of mailing is aregistered holder of Preference Shares to be redeemed a notice in writing ofthe intention of the Corporation to redeem such Preference Shares; such noticeshall be mailed in a prepaid letter addressed to each such shareholder at hisaddress as it appears on the books of the Corporation or in the event of theaddress of any such shareholder not so appearing then to the last known addressof such shareholder; provided, however, that accidental failure to give anysuch notice to one or more of such shareholders shall not affect the validityof such redemption; such notice shall set out the redemption price and the dateon which redemption is to take place and if part only of the shares held by theperson to whom such notice is addressed is to be redeemed the number thereof soto be redeemed; on or

 

12

----

 

#### after the date so specified for redemption, the Corporationshall pay or cause to be paid to or to the order of the registered holders ofthe Preference Shares to be redeemed the redemption price thereof onpresentation and surrender at the head office of the Corporation or any otherplace designated in such notice of the certificates representing the PreferenceShares called for redemption; such Preference Shares shall thereupon beredeemed; if a part only of the Preference Shares represented by anycertificate be redeemed, a new certificate for the balance shall be issued atthe expense of the Corporation; from and after the date specified in any suchnotice, the Preference Shares called for redemption shall cease to be entitledto dividends and the holders thereof shall not be entitled to exercise any ofthe rights of shareholders in respect thereof unless payment of the redemptionprice shall not be made upon presentation of certificates in accordance withthe foregoing provisions, in which case the rights of the holders shallcontinue unaffected; the Corporation shall have the right at any time after themailing of notice of its intention to redeem any Preference Shares as aforesaidto deposit the redemption price of the Preference Shares so called forredemption or of such of the said shares as are represented by certificateswhich have not at the date of such deposit been surrendered by the holdersthereof in connection with such redemption to a special account in anychartered bank or any trust company in Canada named in such notice to be paidwithout interest to or to the order of the respective holders of suchPreference Shares called for redemption upon presentation and surrender to suchbank or trust company of the certificates representing the same and upon suchdeposit being made or upon the date specified for redemption in such notice,whichever is the later, the Preference Shares in respect whereof such depositshall have been made shall be redeemed and the rights of the holders thereofafter such deposit or such redemption date, as the case may be, shall belimited to receiving without interest their proportionate part of the total

 

13

----

 

#### redemption price so deposited against presentation andsurrender of the said certificates held by them respectively.

####  

Redemption atOption of Holder

 

#### 7.                                       Aholder of Preference Shares shall be entitled to require the Corporation toredeem at any time or times after September 26, 1985, all or any of thePreference Shares registered in the name of such holder on the books of theCorporation by tendering to the Corporation at its head office a sharecertificate or share certificates representing the preference shares, or, if apart only of the shares held by the registered holder is to be redeemed, thenumber thereof, which the registered holder desires to have the Corporationredeem together with a request in writing specifying (i) that the registeredholder desires to have the Preference Shares represented by such certificate orcertificates redeemed by the Corporation and (ii) the business day (in thisclause 7 referred to as the “redemption date”) on which the holder desires tohave the Corporation redeem such Preference Shares. Requests in writing shallspecify a redemption date which shall be not less than thirty (30) days afterthe day on which the request in writing is given to the Corporation; uponreceipt of a share certificate or share certificates representing thePreference Shares which the registered holder desires to have the Corporationredeem together with such a request the Corporation shall on the redemptiondate redeem such Preference Shares by paying to such registered holder anamount equal to the aggregate par value of the Preference Shares being redeemedtogether with all accrued and unpaid fixed preferential cumulative cashdividends thereon (which for such purpose shall be calculated as if suchdividends were accruing on a daily basis up to the redemption date); suchpayment shall be made by cheque payable at par at any branch of the Corporation’sbankers for the time being in Canada; the said Preference Shares shall beredeemed on the redemption date and from and after the redemption date suchshares shall cease to be entitled to dividends and the holders thereof shallnot be entitled to 

 

14

----

 

#### exercise any of the rights of holders of PreferenceShares in respect thereof unless payment of the redemption price is not made onthe redemption date, in which event the rights of the holders of the saidshares shall continue unaffected.

####  

Restrictionson Payment of Dividends and Reduction of Junior Capital

 

#### 8.                                       Solong as any of the Preference Shares are outstanding the Corporation shall not

####  

##### (a)                                  declareor pay or set apart for payment any dividends (other than a dividend payablesolely in shares of the Corporation at any time outstanding ranking junior tothe Preference Shares in all respects) on the Common Shares or any other sharesof the Corporation from time to time outstanding ranking junior to thePreference Shares, or

#####  

##### (b)                                 callfor redemption, purchase, reduce or otherwise pay off any shares of theCorporation at any time outstanding ranking junior to the Preference Shares(except out of the proceeds of an issue of shares ranking junior to thePreference Shares in all respects made prior to or contemporaneously with anysuch call for redemption, purchase, reduction or other payment off), unless alldividends up to and including the dividend payable on the last precedingdividend payment date on all Preference Shares then outstanding shall have beendeclared and paid or set apart for payment at the date of any such actionreferred to in the foregoing subclauses (a) and (b).

#####  

Creation ofPrior Ranking Shares

 

#### 9.                                       Noclass of shares may be created ranking as to capital or dividends in priorityto or on a parity with the Preference Shares nor shall the authorized amount ofthe Preference Shares be increased without the approval of the holders of thePreference Shares given as hereinafter specified in clause 14 hereof.

 

15

----

 

#### 10.                                 TheCommon Shares shall rank junior to the Preference Shares and shall be subjectin all respects to the preferences, rights, conditions, restrictions,limitations and prohibitions attaching to the Preference Shares and the CommonShares shall entitle the holders thereof to one (1) vote in respect of eachCommon Share held at all meetings of the shareholders of the Corporation.

####  

Voting Rights

 

#### 11.                                 Theholders of the Preference Shares shall be entitled to receive notice of and toattend all meetings of shareholders of the Corporation and shall be entitled toone (1) vote for each Preference Share held at all meetings of the shareholdersof the Corporation;

####  

ExclusiveRight to Elect One Director

 

#### 12.                                 Theholders of the Preference Shares shall have the exclusive right, votingseparately as a class, to elect one member of the board of directors of theCorporation.

####  

Variation ofProvisions

 

#### 13.                                 Theprovisions hereof contained in clauses numbered 1 to 14 both inclusiveattaching to the Preference Shares or any of such clauses may be deleted,varied, modified, amended or amplified by articles of amendment but only withthe approval of the holders of the Preference Shares given as specified inclause 14 hereof.

####  

#### 14.                                 Theconfirmation required by subsection 4 of section 189 of The BusinessCorporations Act, as now enacted or as the same may from time to time beamended, re-enacted or replaced (and in the case of such amendment,re-enactment or replacement, any references herein shall be read as referringto the amended, re-enacted or replaced provisions thereof), of a resolutionauthorizing an amendment to the articles deleting or varying any preference,right, condition, restriction, limitation or prohibition attaching to thePreference Shares or creating special shares ranking in any respect in priorityto or on a parity with the Preference Shares may

 

16

----

 

#### be given by the consent in writing of one hundredpercent (100%) of the holders of the Preference Shares or by at leasttwo-thirds (2/3) of the votes cast at a meeting of the holders of thePreference Shares duly called for that purpose and held upon at least ten (10)days’ notice at which the holders of at least a majority of the outstandingPreference Shares are present or represented by proxy; if at any such meetingthe holders of a majority of the outstanding Preference Shares are not presentor represented by proxy within half an hour after the time appointed for themeeting, then the meeting shall be adjourned to such date not being less thanfourteen (14) days later and to such time and place as may be appointed by thechairman and at least ten (10) days’ notice shall be given of such adjournedmeeting, but it shall not be necessary in such notice to specify the purposefor which the meeting was originally called; at such adjourned meeting theholders of Preference Shares present or represented by proxy may transact thebusiness for which the meeting was originally called and the confirmation ofthe holders of’ Preference Shares referred to above may be given by at leasttwo-thirds (2/3) of the votes cast at such adjourned meeting; the formalitiesto be observed with respect to the giving of notice of any such meeting oradjourned meeting and the conduct thereat shall be those from time to timeprescribed in the by-laws of the Corporation with respect to meetings ofshareholders. On every poll taken at every such meeting every holder ofPreference Shares shall be entitled to one (1) vote in respect of eachPreference Share held.

 

17

----

 

THESE ARTICLESARE EXECUTED IN DUPLICATE FOR DELIVERY TO THE MINISTER.

 

CERTIFIED

 

NAMES AND SEALS OF THE AMALGAMATING CORPORATIONS AND SIGNATURESAND DESCRIPTIONS OF OFFICE OF THEIR PROPER OFFICERS.

 

 
|   | VICTOR EQUIPMENT COMPANY OF  CANADA LTD. |
|--------|------------------------------------------|
|   |                                     |   |
|   |                                     |   |
|   | \s\  John M. Bobyk                       |   |
|   |                                     | President   c/s |
|   |                                     |   |
|   | \s\  Campbell R. Osler                   |   |
|   |                                     | Secretary |
|   |                                     |   |
|   | STOODY UNIWELD LIMITED                   |
|   |                                     |   |
|   | \s\  H. Roy Bagot                        |   |
|   |                                     | President   c/s |
|   |                                     |   |
|   | \s\  Campbell R. Osler                   |   |
|   |                                     | Assistant Secretary |
|        |                                          |  |  |

 

18

----

 

PALCO WELDINGPRODUCTS CANADA LTD.

 

ARTICLES OFAMENDMENT

 

###### 1.                                       THENAME OF THE CORPORATION IS VICTOR EQUIPMENT COMPANY OF CANADA LTD.

######  

###### 2.                                       DATEOF INCORPORATION/AMALGAMATION SEPTEMBER 26, 1980.

######  

###### 3.                                       THEFOLLOWING IS A CERTIFIED COPY OF THE RESOLUTION AMENDING THE ARTICLES OF THECORPORATION:

######  

###### “RESOLVED THAT:

######  

###### The articles of the corporation are hereby amended tochange the name of the corporation to PALCO WELDING PRODUCTS CANADA LTD. and touse the name in the following form and language:

######  

'PRODUITS DESOUDURE PALCO CANADA LTÉE.' "

 

###### 4.                                       THEAMENDMENT HAS BEEN DULY AUTHORIZED AS REQUIRED BY SUBSECTIONS 2, 3 AND 4 (ASAPPLICABLE) OF SECTION 189 OF THE BUSINESS CORPORATIONS ACT.

######  

###### 5.                                       THERESOLUTION AUTHORIZING THE AMENDMENT WAS CONFIRMED BY THE SHAREHOLDERS OF THECORPORATION ON MARCH 10, 1983.

######  

###### 6.                                       THESEARTICLES ARE EXECUTED IN DUPLICATE FOR DELIVERY TO THE MINISTER.

######  

CERTIFIED

 
|             | VICTOR EQUIPMENT COMPANY   OF CANADA LTD. |
|------------------|-------------------------------------------|
|             |                                      |   |
|             |                                      |   |
| (CORPORATE SEAL) | \s\ John M. Bobyk                         | President |
|             | (Signature)                               | (Description of Office) |
|             |                                      |   |
|             | \s\ Campbell R. Osler                     | Secretary |
|             | (Signature)                               | (Description of Office) |

 

19

----

 

ARTICLES OFAMENDMENTSTATUTS DE MODIFICATION

 
|                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |     |                                                                         |
|-------------------------------------------------------------|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|------------------------------------------------------------------------------|
| 1.                                                          |     | The present name of the  corporation is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | * * | *Dénomination sociale actuelle  de la compagnie:*                       |
|                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |     |                                                                         |
|                                                        |     | PALCO WELDING PRODUCTS  CANADA LIMITED                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | * * | * *                                                                     |
|                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |     |                                                                         |
| 2.                                                          |     | The name of the  corporation is changed to (if applicable):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | * * | *Nouvelle dénomination sociale  de la compagnie (s’il y a lieu):*  |
| * *                                                    | * * | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | * * | * *                                                                     |
| 3.                                                          |     | Date of  incorporation/amalgamation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | * * | *Date de la constitution ou de  la fusion:*                                  |
|                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |     |                                                                         |
|                                                        |     | 26 September, 1980                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |     |                                                                         |
|                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |     |                                                                         |
| 4.                                                          |     | The articles of the  corporation are amended as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | * * | *Les statuts de la compagnie  sont modifiés de la façon suivante:* |
|                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |     |                                                                         |
| RESOLVED THAT the  articles of the corporation are amended: |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |     |                                                                         |
| (a)                                                         |     | by removing in  paragraph 3.02 of the articles the following objects:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |     |                                                                         |
|                                                        |     | “The objects of the  Corporation shall be to manufacture, produce, adapt, prepare, import, export,  buy, sell, lease and otherwise deal in goods, wares, materials, articles and  merchandise of every nature and kind whatsoever and, without limiting the  generality of the foregoing, to manufacture, produce, adapt, prepare, import,  export, buy, sell, lease and otherwise deal in welding equipment of every  kind and description including parts thereof; and to build, purchase, lease  or otherwise acquire and establish factories, warehouses, plants, machinery,  and tools for the manufacture, distribution and sale of any article or  articles of merchandise.” |
|                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |     |                                                                         |
| and by substituting  therefore the following:               |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |     |                                                                         |
|                                                        |     | “There shall be no  restriction on the business the Corporation may carry on or on the powers the  Corporation may exercise.”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |     |                                                                         |
| (b)                                                         |     | by removing in  paragraph 3.03 of the articles, the words ‘with a par value of $100 each”  following the word “Shares” in the second line of clause (a) of paragraph  3.03 of the articles;                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |     |                                                                         |
| (c)                                                         |     | by removing in paragraph  1 of Schedule A to the articles the words “with a par value of one hundred  dollars ($100) each” after the words “Special Shares” in the first line  thereof and after the words “preference shares” in the third line thereof;                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |     |                                                                         |
| (d)                                                         |     | by removing in  paragraph 2 of Schedule A to the articles, after the word “dividends” in the  sixth line thereof, the words “at the rate of thirteen per cent (13%) per  annum on the par value thereof”, and substituting therefor the words “at the  rate of $13.00 per share per annum”.                                                                                                                                                                                                                                                                                                                                                                     |
|                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |     |                                                                         |
| (e)                                                         |     | by removing in  paragraph 3 of Schedule A to the articles, after the words “Preference Shares”  in the ninth line thereof, the words “an amount equal to the aggregate par  value thereof”, and substituting therefor the words, “the amount paid up on  such shares”.                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |     |                                                                         |
| (f)                                                         |     | by removing in  paragraph 4 of Schedule A to the articles, after the word “exceeding” in the  fifth line thereof, the words “an amount equal to the aggregate par value  thereof” and substituting therefor the words ‘the amount paid up on such  shares”.                                                                                                                                                                                                                                                                                                                                                                                                     |

 

20

----

 
| (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | by removing in  paragraph 5 of Schedule A to the articles, after the word “redeemed” in the  fifth line thereof, the words “of the par value thereof” and substituting therefor  the words “of the amount paid up on such shares”.                        |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                    |   |   |
| (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | by removing in  paragraph 7 of Schedule A to the articles, after the words “registered holder”  in the twenty-third line thereof, the words “an amount equal to the aggregate  par value of” and substituting therefor the words “the amount paid up on”. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                    |   |   |
| (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | by providing that the  Common Shares, as a class, shall have attached thereto the following rights,  privileges, restrictions and conditions:                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                    |   |   |
| COMMON SHARES                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                    |
| (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | Voting Rights                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                    |
| The holders of Common Shares shall be entitled to  receive notice of and to attend all meetings of shareholders of the  Corporation, except meetings at which only holders of a specified class of  shares (other than Common Shares) or specified series of shares are entitled  to vote. At all meetings at which notice must be given to the holders of  Common Shares, each holder of Common Shares shall be entitled to one vote in  respect of each Common Share held by him. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                    |   |   |
| (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | Dividends                                                                                                                                                                                                                                                                               |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                    |   |   |
| The holders of Common Shares shall be entitled,  subject to the rights, privileges, restrictions and conditions attaching to  any other class of shares of the Corporation, to receive any dividend  declared by the Corporation on such shares.                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                    |   |   |
| (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | Rights on Dissolution                                                                                                                                                                                                                                                                   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                    |   |   |
| The holders of the Common Shares shall be entitled,  subject to the rights, privileges, restrictions and conditions attaching to  any other class of shares of the Corporation, to receive the remaining  property of the Corporation on a liquidation, dissolution or winding-up of  the Corporation, whether voluntary or involuntary.                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                    |   |   |
| (j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | by removing paragraph  3.08 of the articles.                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                    |   |   |
| (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | by changing the number  of directors of the corporation from 6 to a minimum of 3 and a maximum of 11.                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                    |   |   |
| 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | The amendment has been  duly authorized as required by Sections 167 and 169 (as applicable) of the  Business Corporations Act.                                                                                                                                                          | * * | *La modification a ete dument  autorisee conformement a l’article 167 et. s’il y a lieu a l’article 169 de  la Loisur les companies.* |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                    |   |   |
| 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | The resolution  authorizing the amendment was approved by the shareholders/directors (as  applicable) of the corporation on                                                                                                                                                             | * * | *Les actionnaires ou les  administrateurs (le cas échèant) de la compagnie ont approuvé la rèsolution  autorisant la modification* |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | 3rd  February, 1984                                                                                                                                                                                                                                                                     |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                    |   |   |
| These articles are  signed in duplicate.                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | *Les présents statuts sont  signés en double exemplaire.*                                                                                                                                                                                                                     |

 

21

----

 
|   |    |                        | PALCO WELDING PRODUCTS CANADA LTD.       |   |
|--------|---------|-----------------------------|------------------------------------------|--------|
|   |    |                        | (Name of Corporation)                    |   |
|   |    |                        | *(Denomination sociale de la compagnie)* |
|   |    |                        |                                     |   |
|   |    |                        |                                     |   |
|   | By/Par: |  \s\ Campbell R. Osler |
|   |    |  (Signature)           | (Description of Office)                  |
|   |    | * (Signature)*         | *(Fonction)*                             |
|        |         |                             |                                          |        |  |

 

22

----

 

ARTICLES OFAMENDMENTSTATUTS DE MODIFICATION

 
| 1.     |   | The present name of the  corporation is:                 | * * | *Dénomination sociale actuelle  de la compagnie:*                       |
|--------|--------|----------------------------------------------------------|----------|------------------------------------------------------------------------------|
|   |   |                                                     | * * | * *                                                                     |
|   |   | PALCO WELDING PRODUCTS  CANADA LTD.                      | * * | * *                                                                     |
|   |   |                                                     |     |                                                                         |
| 2.     |   | The name of the  corporation is changed to               | * * | *Nouvelle denomination sociale  de la compagnie (s’ilya lieu):*         |
|   |   |                                                     | * * | * *                                                                     |
|   |   | N/A                                                      | * * | * *                                                                     |
|   |   |                                                     | * * | * *                                                                     |
| 3.     |   | Date of  incorporation/amalgamation:                     | * * | *Date de la constitution ou de  la fusion:*                                  |
|   |   |                                                     | * * | * *                                                                     |
|   |   | 26 September, 1980                                       | * * | * *                                                                     |
|   |   |                                                     | * * | * *                                                                     |
| 4.     |   | The articles of the  corporation are amended as follows: | * * | *Les statuts de la compagnie  sont modifiés de la façon suivante:* |

 

RESOLVED THAT:

 

1.                                       Thearticles of the Corporation are hereby amended:

* *

(a)                                  tochange the number of Common Shares the Corporation is authorized to issue from “15,000”to an “unlimited number” of Common Shares.

 

(b)                                 tochange the number of Special Shares the Corporation is authorized to issue from“10,000” to an “unlimited number” of Special Shares.

 

(c)                                  tochange the dividend on the Special Shares, designated as “Preference Shares” inthe articles, from “cumulative” to “non-cumulative” and to change the word “cumulative”to “non-cumulative” wherever such word appears in the articles.

 

(d)                                 toredesignate the Special Shares, designated as “Preference Shares” in thearticles, as “Class A Shares”.

 

(e)                                  toamend Schedule A to the articles setting out the rights, privileges,restrictions and conditions attaching to the Class A Shares as redesignated byremoving:

 

(i)                                     fromparagraph 2, line 7, commencing with the word “payable” to line 22 ending withthe word “same”, so that, as amended, paragraph 2 shall read as follows:

 

“2.  The holders of the Class AShares shall be entitled to receive and the Corporation shall pay thereon asand when declared by the board of directors of the Corporation out of themoneys of the Corporation properly applicable to the payment of dividends fixedpreferential non-cumulative cash dividends at the rate of $13.00 per share perannum; the holders of the Class A Shares shall not be entitled to any dividendsother than or in excess of the fixed preferential 

 

23

----

 

non-cumulative cash dividends hereinbefore provided.”

 

(ii)                                  fromparagraph 3, lines 11, 12 and 13, the brackets and words “(which for suchpurpose shall be calculated as if such dividends were accruing on a daily basisup to the date of distribution)”.

 

(iii)                               from paragraph 4, lines9, 10 and 11, the brackets and words “(which for such purpose shall becalculated as if such dividends were accruing on a daily basis up to the dateof purchase.)”.

 

(iv)                              fromparagraph 5, at the end thereof, the brackets and words “(which for suchpurpose shall be calculated as if such dividends were accruing on a daily basisup to the date of such redemption)”.

 

(v)                                 fromparagraph 7, lines 26, 27, and 28, the brackets and words “(which for suchpurpose shall be calculated as if such dividends were accruing on a daily basisup to the redemption date)”.

 

(f)                                   tocreate an unlimited number of Class B Shares (the “Class B Shares”) which shallhave attached thereto the following rights, privileges, restrictions andconditions:

 

CLASS B SHARES

 

(1)                                  Ranking

 

The Class B Sharesshall rank junior to the Class A Shares and senior to any other shares of theCorporation in respect to the payment of dividends and in respect to repaymentof capital.

 

(2)                                  Dividends

 

The holders of theClass B Shares shall be entitled to receive and the Corporation shall paythereon, as and when declared by the board of directors (the “Board”) out ofmonies of the Corporation properly applicable to the payment of dividends, non-cumulativedividends at the rate of 7% per annum of the redemption amount as defined inparagraph (10) of these provisions (the “Class B Share Redemption Amount”) pershare of the Class B Shares.

 

(3)                                  VotingRights

 

The holders ofClass B Shares shall not be entitled to receive notice of or to attend or voteat meetings of the shareholders of the Corporation except as required under theprovisions of the Business Corporations Act, 1982.  On any vote taken at any required meeting ofthe holders of Class B Shares as a class, each holder of Class B Sharesentitled to vote shall have one vote in respect of each Class B Share held, andthe formalities to be observed with respect to the giving of notice of andvoting at any such meeting (including, without in any way limiting thegenerality of the foregoing, the fixing of record dates for the giving ofnotice and the entitlement to vote, the quorum therefor and the conductthereof) shall mutatis mutandis be those from time to time prescribed by theby-laws of the Corporation and the Business Corporation Act, 1982 with respectto meetings of shareholders.

 

(4)                                  Rightson Dissolution

 

In the event ofthe liquidation, dissolution or winding up of the Corporation whether voluntaryor involuntary, the holders of Class B Shares shall be entitled to receive inrespect of each such share, before any distribution of any part of the assetsof the Corporation among the holders of any other class of shares of theCorporation ranking junior to the Class B Shares, an amount equal to the ClassB Share Redemption Amount of the Class B Shares held and any declared butunpaid dividends thereon but shall have no further

 

24

----

 

right in or to theassets of the Corporation.

 

(5)                                  Redemption

 

The Corporationmay, at any time and from time to time upon giving notice in accordance withparagraph (6) of these provisions, redeem the whole, or from time to time anypart, of the then outstanding Class B Shares on payment for each share to beredeemed of an amount equal to the Class B Share Redemption Amount and alldeclared but unpaid dividends thereon.

 

(6)                                  Noticeand Redemption

 

The Corporationshall, prior to redeeming the whole-or any part of the outstanding Class BShares, give notice to each holder of Class B Shares to be redeemed, inwriting, at the latest address of the holder as shown on the books of theCorporation, at least ten (10) days prior to the date fixed for redemption orsuch shorter period of time as the Corporation and the holder of any Class BShares may agree. Such notice shall set out the number of Class B Shares heldby the person to whom it is addressed which are to be redeemed and the Class BShare Redemption Amount and all declared but unpaid dividends thereon. Suchnotice shall also set out the date on which the redemption is to take place,and on and after the date so specified for redemption the Corporation shall payor cause to be paid to the holders of such Class B Shares to be redeemed theClass B Share Redemption Amount of such shares and all declared but unpaiddividends thereon on such redemption date on presentation and surrender, at thehead office of the Corporation or at any other place or places within Canadadesignated by such notice, of the certificate or certificates for such Class BShares so called. for redemption. From and after the date specified in any suchnotice, the Class B Shares called for redemption shall cease to be entitled todividends and the holders thereof shall not be entitled to exercise any of therights of holders in respect thereof unless payment of such Class B ShareRedemption Amount and all declared but unpaid dividends thereon shall not beduly made by the Corporation upon presentation and surrender of thecertificates in accordance with the foregoing provisions. If less than allClass B Shares represented by a certificate are redeemed, the holder shall beentitled to receive, at the expense of the Corporation, a new certificaterepresenting the Class B Shares which have not been redeemed.

 

(7)                                  Purchasefor Cancellation

 

Subject to theBusiness Corporations Act, 1982, the Corporation may at any time or timespurchase for cancellation the whole or any part of the Class B Sharesoutstanding from time to time in the manner determined by the Board at thelowest price at which, in the opinion of the Board, such shares are obtainablebut not exceeding an amount per share equal to the Class B Share RedemptionAmount and any declared but unpaid dividends thereon.

 

(8)                                  Retraction

 

The Class B Sharesshall be redeemable at the option of the holder upon the holder giving theCorporation notice in writing in accordance with paragraph (9) of theseprovisions at an amount per share equal to the Class B Share Redemption Amountand all declared but unpaid dividends thereon.

 

(9)                                  Noticeand Retraction

 

Any holder ofClass B Shares desiring to have all or any part of such holding of Class BShares redeemed by the Corporation shall give the Corporation notice, inwriting, at least ten (10) days or such shorter period of time as theCorporation and the holder may agree prior to the date redemption is desired,at the head office of the Corporation.

 

(10)                            ClassB Share Redemption Amount

 

The “Class B ShareRedemption Amount” of each Class B Share shall be $100.00.

 

25

----

 

2.                                       Anyone director or officer of the Corporation is hereby authorized and directed todo all such acts and things and execute all such instruments and documents ashe may deem necessary or desirable to carry out the foregoing, including,without limitation, the execution and filing of articles of amendment with theOntario Ministry of Consumer -and Commercial Relations.

 
| 5.                                       |     | The amendment has been  duly authorized as required by Sections 167 and 169 (as applicable) of the  Business Corporations Act. | * * | *La modification a ete dument  autorisee conformement a l’article 167 et. s’il y a lieu a l’article 169 de  la Loisur les companies.*   |
|------------------------------------------|----------|--------------------------------------------------------------------------------------------------------------------------------|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                     |     |                                                                                                                           | * * | * *                                                                                                                                               |
| 6.                                       |     | The resolution  authorizing the amendment was approved by the shareholders/directors (as  applicable) of the corporation on    | * * | *Les actionnaires ou les  administrateurs (le cas échèant) de la compagnie ont approuvé la rèsolution  autorisant la modification* |
|                                     |     | December 18, 1984                                                                                                              | * * | * *                                                                                                                                               |
|                                     |     |                                                                                                                           | * * | * *                                                                                                                                               |
| These articles are  signed in duplicate. | * * | *Les présents statuts sont  signés en double exemplaire.*                                                            |

 
|   |   |    |   PALCO  WELDING PRODUCTS CANADA LTD.      |
|--------|--------|---------|------------------------------------------------------|
|   |   |    |   (Name of  Corporation)                   |
|   |   |    |   (*Denomination sociale de la compagnie*) |
|   |   |    |                                                 |   |
|   |   |    |                                                 |   |
|   |   | By/Par: |                                                 |
|   |   |    |  (Signature)                                    | (Description of Office) |
|   |   |    |  (*Signature*)                                  | (*Fonction*) |
|        |        |         |                                                      |  |  |

 

26

----

 

ARTICLES OFAMENDMENTSTATUTS DE MODIFICATION

 
| 1.     |   | The  present name of the corporation is:                 | * * | *Dénomination sociale actuelle de la compagnie:*                        |
|--------|--------|----------------------------------------------------------|----------|------------------------------------------------------------------------------|
|   |   |                                                     | * * | * *                                                                     |
|   |   | PALCO  WELDING PRODUCTS CANADA LTD.                      | * * | * *                                                                     |
|   |   |                                                     |     |                                                                         |
| 2.     |   | The  name of the corporation is changed to               | * * | *Nouvelle denomination sociale de la compagnie (s’ilya  lieu):*         |
|   |   |                                                     | * * | * *                                                                     |
|   |   | THERMADYNE  WELDING PRODUCTS CANADA LIMITED              |
|   |   |                                                     | * * | * *                                                                     |
| 3.     |   | Date  of incorporation/amalgamation:                     | * * | *Date de la constitution ou de la fusion:*                                   |
|   |   |                                                     | * * | * *                                                                     |
|   |   | 26  September, 1980                                      | * * | * *                                                                     |
|   |   |                                                     | * * | * *                                                                     |
| 4.     |   | The  articles of the corporation are amended as follows: | * * | *Les statuts de la compagnie sont modifiés de la  façon suivante:* |

 

to change the nameof the Corporation from PALCO WELDING CANADA LTD. to THERMADYNE WELDINGPRODUCTS CANADA LIMITED.

 

27

----