S-4

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2005

Registration Statement No. 333-  

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

Registration Statement

Under the

Securities Act of 1933

_______________________________

GARDNER DENVER, INC.

(Exact name of each registrant as specified in its respective charter)

Delaware	3560	76-0419383
(State or other jurisdiction of incorporation or organization)	(Primary standard industrial classification code number)	(I.R.S. Employer Identification Number)

1800 Gardner Expressway

Quincy, Illinois 62305

(217) 222-5400

(Address, including zip code, and telephone number, including area code, of principal executive offices of each registrant)

__________________

SEE TABLE OF

ADDITIONAL REGISTRANTS

_________________

Tracy D. Pagliara, Esq. Vice President, Administration, General Counsel & Secretary Gardner Denver, Inc. 1800 Gardner Expressway Quincy, Illinois 62305 (Name and address of agent for service) Copies to: Denis P. McCusker, Esq. Bryan Cave LLP One Metropolitan Square, Suite 3600 St. Louis, Missouri 63102 314-259-2455 Fax 314-259-2020

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:[ ]

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed Maximum Offering Price Per Unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
8% Senior Subordinated Notes due 2013	$125,000,000	100%	$125,000,000	$14,712.50
Guarantees of the 8% Senior Subordinate Notes due 2013	—	—	—	(2)

(1) Estimated pursuant to Rule 457(f) solely for the purpose of calculating the registration fee.

(2) Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees of the Notes being registered.

        The co-registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the co-registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine

Table of Additional Registrants

Exact name of each registrant as specified in its respective charter	State or other jurisdiction of incorporation or organization	Primary standard industrial classification code number	I.R.S. employer identification number
Air Relief, Inc.	Kentucky	3560	61-1083114
Allen – Stuart Equipment Company, Inc.	Texas	3560	76-0405046
Belliss & Morcom (USA) Inc.	Delaware	3560	36-4027732
Blue Grass Holdings, Inc.	Nevada	6519	95-3760477
Emco Wheaton USA, Inc.	Texas	3559	06-1691964
Gardner Denver Drum, LLC	Kentucky	3559	43-1023213
Gardner Denver Holdings Inc.	Delaware	3560	13-2805021
Gardner Denver Nash LLC	Delaware	3560	52-2334854
Gardner Denver Water Jetting Systems, Inc.	Texas	3560	76-0179183
Hoffman Air Filtration Licensco Inc.	Delaware	3560	06-1260438
Lamson Corporation	New York	3560	13-3042460
Rietschle Thomas Hanover, Inc.	Maryland	3563	52-1302710
Rietschle Thomas Monroe, Inc.	Delaware	3563	72-1123552
Rietschle Thomas Sheboygan, Inc.	Delaware	3563	43-1342390
TCM Investments, Inc.	Oklahoma	3560	73-1377687
Thomas Imports, Inc.	Nevada	9995	36-3518112
Thomas Industries Inc.	Delaware	3563	61-0505332
Thomas-Oberdorfer Pumps, Inc.	Delaware	3561	16-1575911
Tupelo Holdings LLC	Delaware	9995	38-2933566
Welch Vacuum Technology, Inc.	Delaware	3821	36-1943580

* Address, including zip code, and telephone number, including area code, of principal executive offices are the same as those of Gardner Denver, Inc., a Delaware corporation.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 19, 2005

Offer to Exchange

$125,000,000 8% Senior Subordinated Notes due 2013

for $125,000,000 8% Senior Subordinated Notes due 2013

that have been registered under the Securities Act of 1933

_______________________________

We are offering to exchange an aggregate principal amount of up to $125,000,000 of our new 8% Senior Subordinated Notes due 2013, which we refer to as the exchange notes, for a like amount of our outstanding 8% Senior Subordinated Notes dues 2013, which we refer to as the original notes, in a transaction registered under the Securities Act of 1933, as amended.

Terms of the exchange offer:

• We will exchange all original notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

• You may withdraw tenders of original notes at any time prior to the expiration of the exchange offer.

• We believe that the exchange of original notes for exchange notes will not be a taxable event for U.S. federal income tax purposes.

• The form and terms of the exchange notes are identical in all material respects to the form and terms of the original notes, except that (i) the exchange notes are registered under the Securities Act, (ii) the transfer restrictions and registration rights applicable to the original notes do not apply to the exchange notes, and (iii) the exchange notes will not contain provisions relating to liquidated damages relating to our registration obligations.

The exchange offer will expire at 5:00 p.m., New York City time, on                , 2005, unless we extend the offer. We will announce any extension by press release or other permitted means no later than 9:00 a.m. on the business day after the expiration of the exchange offer. You may withdraw any original notes tendered until the expiration of the exchange offer.

The exchange notes will not be listed on The New York Stock Exchange or any other securities exchange or quoted on the Nasdaq National Market or any other automated dealer quotation system.

For a discussion of factors you should consider in determining whether to tender your original notes, see the information under “Risk Factors” beginning on page 2 of this prospectus.

_______________________________

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

_______________________________

The date of this prospectus is, 2005

TABLE OF CONTENTS

Forward-Looking Statements			ii
Incorporation by Reference		iii
Summary			1
Risk Factors			8
Gardner Denver, Inc.	13
The Offering of the Original Notes and the Exchange Offer	14
Use of Proceeds	14
The Exchange Offer	15
Description of the Exchange Notes	25
Material United States Federal Income and Estate Tax Consequences	72
Plan of Distribution	77
Legal Matters	78
Experts	78
Interim And Pro Forma Financial Statements	78
Where You Can Find More Information	79

In this prospectus, the terms “Gardner Denver,” “we,” “us,” and “our” refer to Gardner Denver, Inc. and its subsidiaries.

This prospectus incorporates important business and financial information about us from documents that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain documents that are incorporated by reference in this document, without charge, by requesting them in writing or by telephone.

Gardner Denver, Inc.

1800 Gardner Expressway

Quincy, Illinois 62305

(217) 222-5400

www.gardnerdenver.com

(All website addresses given in this document are for information only and are not intended

to be an active link or to incorporate any website information into this document.)

Please note that copies of the documents provided to you will not include exhibits, unless the exhibits are specifically incorporated by reference into the documents or this document.

In order to receive timely delivery of requested documents, you should make your request no later than [ ], 2005, which is five business days before the expiration date of the exchange offer.

See “Where You Can Find More Information” beginning on page 79.

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FORWARD-LOOKING STATEMENTS

This prospectus and documents we incorporate by reference into this prospectus contain statements that do not directly or exclusively relate to historical facts. Such statements are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. As a general matter, forward-looking statements are those focused upon anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. These uncertainties and factors could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements.

The following uncertainties and factors, among others (including those set forth under “Risk Factors”), could affect future performance and cause actual results to differ materially from those expressed in or implied by forward-looking statements:

• our ability to identify, negotiate and complete future acquisitions;

• the speed with which we are able to integrate acquisitions and realize the related financial benefits;

• our ability to maintain and to enter into key purchasing, supply and outsourcing relationships;

• changes in our purchased material cost, including surcharges;

• our ability to effectively manage the transition of iron casting supply to alternate sources and the skill, commitment and availability of such alternate sources;

• the successful implementation of other strategic initiatives, including, without limitation, restructuring plans, inventory reduction programs and other cost reduction efforts;

• the domestic and/or worldwide level of oil and natural gas prices and oil and gas drilling and production, which affect demand for our petroleum products;

• changes in domestic and/or worldwide industrial production and industrial capacity utilization rates, which affect demand for our compressor and vacuum products;

• pricing of our products;

• the degree to which we are able to penetrate niche and international markets;

• changes in currency exchange rates (primarily among the U.S. dollar, the euro and the British pound);

• changes in interest rates;

• our ability to attract and retain quality management personnel;

• market performance of our pension plan assets and changes in discount rates used for actuarial assumptions in our pension and other postretirement obligation and expense calculations;

• our continued ability to effectively manage and defend litigation matters pending, or asserted in the future, against us;

• the development and acceptance of our new product offerings;

• the continued successful implementation and utilization of our electronic services; and

• changes in laws and regulations, including accounting standards, tax requirements and interpretations or guidance related to the American Jobs Creation Act of 2004.

We do not undertake, and hereby disclaim, any duty to update these forward-looking statements, even though our situation and circumstances may change in the future.

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INCORPORATION BY REFERENCE

We are incorporating by reference certain information that we have filed with the SEC under the informational requirements of the Exchange Act. The information contained in the documents we are incorporating by reference is considered to be a part of this prospectus. Information contained in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that we file later will automatically supersede the information in this prospectus. Accordingly, the following documents we previously filed with the SEC are incorporated herein by reference; provided, however, we are not incorporating by reference any information furnished under either Item 2.02 or Item 7.01 of any Current Report on Form 8-K:

• Annual Report on Form 10-K for the fiscal year ended December 31, 2004, which we filed with the SEC on March 15, 2005;

• Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005, which we filed with the SEC on May 10, 2005;

• Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005, which we filed with the SEC on August 9, 2005;

• Current Reports on Form 8-K, which we filed with the SEC on January 21, 2005, March 9, 2005, April 15, 2005, May 4, 2005, May 16, 2005, July 1, 2005, August 16, 2005, and September 19, 2005; and

• Definitive Proxy Statement, which we filed with the SEC on March 15, 2005.

All documents and report that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the termination of this exchange offer shall be deemed incorporated into this prospectus. These documents are or will be available for future inspection or copying at the locations identified under the heading “Where You Can Find More Information.”

We will provide without charge to each person to whom this prospectus is delivered upon written or oral request, a copy of any and all of the documents that have been or may be incorporated by reference in this prospectus. You should direct request for documents to: 1800 Gardner Expressway, Quincy, Illinois 62305, telephone number (217) 222-5400, Attention: Investor Relations.

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SUMMARY

This summary may not contain all of the information that is important to you. You should read the entire prospectus and the documents incorporated and deemed to be incorporated by reference herein, including the consolidated financial statements and related notes and other financial data, before making an investment decision.

Summary Description of the Exchange Offer

On May 4, 2005, we issued $125,000,000 aggregate principal amount of 8% Senior Subordinated Notes due 2013, the original notes to which the exchange offer applies, to a group of initial purchasers in reliance on exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable securities laws. In connection with the sale of the original notes to the initial purchasers, we entered into a registration rights agreement pursuant to which we agreed, among other things, to deliver this prospectus to you, to commence this exchange offer and to use all reasonable best efforts to commence the exchange offer within 150 days of the closing of the Thomas Industries acquisition, which occurred on July 1, 2005, and complete the exchange offer within 30 business days after commencement. The summary below describes the principal terms and conditions of the exchange offer. Some of the terms and conditions described below are subject to important limitations and exceptions. See "The Exchange Offer" for a more detailed description of the terms and conditions of the exchange offer and "Description of the Exchange Notes" for a more detailed description of the terms of the exchange notes.

The Exchange Offer We are offering to exchange up to $125,000,000 aggregate principal amount of our new 8% Senior Subordinated Notes due 2013, which have been registered under the Securities Act, in exchange for your original notes. The form and terms of these exchange notes are identical in all material respects to the original notes. The exchange notes, however, will not contain transfer restrictions and registration rights applicable to the original notes. To exchange your original notes, you must properly tender them, and we must accept them. We will accept and exchange all original notes that you validly tender and do not validly withdraw. We will issue registered exchange notes promptly after the expiration of the exchange offer.

Resale of Exchange Notes Based on interpretations by the staff of the SEC as detailed in a series of no-action letters issued to third parties, we believe that, as long as you are not a broker-dealer, the exchange notes offered in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as: •     you are acquiring the exchange notes in the ordinary course of your business; •     you are not participating, do not intend to participate in and have no arrangement or understanding with any person to participate in a “distribution” of the exchange notes; and •     you are not an “affiliate” of ours within the meaning of Rule 405 of the Securities Act. If any of these conditions is not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a proper

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	prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. Moreover, our belief that transfers of exchange notes would be permitted without registration of prospectus delivery under the conditions described above is based on SEC interpretations given to other, unrelated issuers in similar exchange offers. We cannot assure you that the SEC would make a similar interpretation with respect to our exchange offer. We will not be responsible for or indemnify you against any liability you may incur under the Securities Act. Any broker-dealer that acquires exchange notes for its own account in exchange for original notes must represent that the original notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of the exchange notes. However, by so acknowledging and by delivering a prospectus, such participating broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. During the period ending 180 days after the consummation of the exchange offer, subject to extension in limited circumstances, a participating broker-dealer may use this prospectus for an offer to sell, a resale or other retransfer of exchange notes received in exchange for original notes which it acquired through market-making activities or other trading activities.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on [ ], 2005, unless we extend the expiration date.
Accrued Interest on the Exchange Notes and the Original Notes	The exchange notes will bear interest from the most recent date to which interest has been paid on the original notes or, if no interest has been paid, from the date of original issuance of the original notes. If your original notes are accepted for exchange, then you will receive interest on the exchange notes and not on the original notes. Any original notes not tendered will remain outstanding and continue to accrue interest according to their terms.
Conditions	The exchange offer is subject to customary conditions. We may assert or waive these conditions in our sole discretion. If we materially change the terms of the exchange offer, we will resolicit tenders of the original notes. See “The Exchange Offer – Certain Conditions to the Exchange Offer” for more information regarding conditions to the exchange offer.

Procures for Tendering Original Notes
Each holder of original notes that wishes to tender such holder’s original notes must either: •     complete, sign and date the accompanying letter of transmittal or a facsimile copy of the letter of transmittal, have the signatures on the letter of transmittal guaranteed, if required, and deliver the

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letter of transmittal, together with any other required documents (including the original notes), to the exchange agent; or •     if original notes are tendered pursuant to book-entry procedures, the tendering holder must deliver a completed and duly executed letter of transmittal or arrange with Depository Trust Company, or DTC, to cause an agent’s message to be transmitted with the required information (including a book-entry confirmation) to the exchange agent; or •     comply with the procedures set forth below under “-Guaranteed Delivery Procedures.” Holders of original notes that tender original notes in the exchange offer must represent that the following are true: •     the holder is acquiring the exchange notes in the ordinary course of its business; •     the holder is not participating in, does not intend to participate in, and has no arrangement or understanding with any person to participate in a “distribution” of the exchange notes; and •     the holder is not an “affiliate” of ours within the meaning of Rule 405 of the Securities Act. Do not send the letter of transmittal, certificates representing original notes or other documents to us or DTC. Send these documents only to the exchange agent at the appropriate address given in this prospectus and in the letter of transmittal. We may reject your tender of original notes if you tender them in a manner that does not comply with the instructions provided in this prospectus and the accompanying letter of transmittal. See “Risk Factors – There are significant consequences if you fail to exchange your original notes” for further information.

Special Procedures for Tenders by Beneficial Owners of Original Notes

If: •     you beneficially own original notes; •     those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee; and •     you wish to tender your original notes in the exchange offer, please contact the registered holder as soon as possible and instruct it to tender on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.

Guaranteed Delivery Procedures If you hold original notes in certificated form or if you own original notes in the form of a book-entry interest in a global note deposited with the trustee, as custodian for DTC, and you wish to tender those original notes but: •     your original notes are not immediately available; •     time will not permit you to deliver the required documents to the

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	exchange agent by the expiration date; or you cannot complete the procedure for book-entry transfer on time, you may tender your original notes pursuant to the procedures described in “The Exchange Offer – Procedures for Tendering Original Notes – Guaranteed Delivery.”
Withdrawal Rights	You may withdraw your tender of original notes under the exchange offer at any time before the exchange offer expires. Any withdrawal must be in accordance with the procedures described in “The Exchange Offer – Withdrawal Rights.”
Effect on Holders of Outstanding Original Notes	As a result of making this exchange offer, and upon acceptance for exchange of all validly tendered original notes, we will have fulfilled our obligations under the registration rights agreement. Accordingly, there will be no liquidated or other damages payable under the registration rights agreement if original notes were eligible for exchange, but not exchanged, in the exchange offer. If you do not tender your original notes or we reject your tender, your original notes will remain outstanding and will be entitled to the benefit of the indenture governing the notes. Under such circumstances you would not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances. Existing transfer restrictions would continue to apply to the original notes. Any trading market for the original notes could be adversely affected if some but not all of the original notes are tendered and accepted in the exchange offer.
Material U.S. Federal Income     and Estate Tax     Consequences	Your exchange of original notes for exchange notes should not be treated as a taxable event for U.S. federal income tax purposes. See “Material U.S. Federal Income and Estate Tax Consequences.”
Use of Proceeds	We will not receive any proceeds from the exchange offer.

Acceptance of Original    Notes and Delivery of    Original Notes	We will accept for exchange any and all original notes properly tendered prior to the expiration of the exchange offer. We will complete the exchange offer and issue the exchange notes promptly after the expiration date.
Exchange Agent	The Bank of New York Trust Company, N.A. is serving as exchange agent for the exchange offer. The address and telephone number of the exchange agent are provided in this prospectus under “The Exchange Offer – Exchange Agent” and in the letter of transmittal.

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Summary Terms of the Exchange Notes

The form and terms of the exchange notes will be identical in all material respects to the form and terms of the original notes, except that the exchange notes:

• will be registered under the Securities Act;

• will not bear restrictive legends restricting their transfer under the Securities Act;

• will not be entitled to the registration rights that apply to the original notes; and

• will not contain provisions relating to an increase in the interest rate borne by the original notes under circumstances related to the timing of the exchange offer.

The exchange notes represent the same debt as the original notes and are governed by the same indenture, which is governed by New York law. A brief description of the material terms of the exchange notes as follows:

Issuer	Gardner Denver, Inc.
Notes Offered	$125,000,000 aggregate principal amount of 8% Senior Subordinated Notes due 2013.
Maturity	May 1, 2013.
Interest Payment Dates	May 1 and November 1 of each year, beginning on November 1, 2005.
Guarantees	The exchange notes will be unconditionally guaranteed, jointly and severally, by certain of our present and future domestic subsidiaries, all of which we refer to in this prospectus as the guarantors. If we cannot make payments required by the exchange notes, the guarantors must make them. The guarantees may be released under certain circumstances.
Ranking	The exchange notes and related guarantees will be unsecured senior subordinated obligations of us and the guarantors. They will rank equal to the original notes and behind all of our and the guarantors’ current and future indebtedness other than trade payables, except indebtedness that expressly provides that it is not senior to the exchange notes and the related guarantees. Assuming we had completed this offering on December 31, 2004, the exchange notes and the guarantees would have been subordinated to $532.1 million of our and our guarantors’ senior debt. As of such date, none of our debt would be junior to the exchange notes.

Optional Redemption We may, at our option, redeem some or all of the exchange notes at any time on or after May 1, 2009 at the redemption prices listed under “Description of Exchange Notes — Optional Redemption”. Prior to May 1, 2008, we may, at our option, redeem up to 35% of the exchange notes with the proceeds of certain sales of our equity at the redemption price listed under “Description of Exchange Notes —

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	Optional Redemption.” We may make the redemption only if, after the redemption, at least 65% of the aggregate principal amount of the exchange notes issued remains outstanding. Prior to May 1, 2009, we may redeem the exchange notes at a price equal to 100% of the principal amount of the exchange notes plus a “make whole” premium as described under “Description of Exchange Notes — Optional Redemption.”
Mandatory Repurchase Offer	If we sell certain assets under certain circumstances or experience specific kinds of changes in control, we must offer to repurchase the exchange notes at the prices listed under “Description of Exchange Notes— Repurchase at the Option of Holders.”
Certain Covenants	We will issue exchange notes under an indenture with The Bank of New York Trust Company, N.A., which will initially act as trustee on your behalf. The indenture will, among other things, limit our ability and the ability of our subsidiaries to: •     incur additional debt; •     pay dividends or make other distributions or repurchase our capital stock or subordinated debt; •     make certain investments; •     create liens; •     enter into certain types of transactions with affiliates; •     restrict dividend or other payments by our restricted subsidiaries to us; •     use assets as security in other transactions; and •     sell certain assets or merge with or into other companies. These covenants are subject to a number of important limitations and exceptions. See “Description of Exchange Notes— Certain Covenants.”

Exchange Offer; Registration Rights Pursuant to a registration rights agreement with the initial purchasers, we and the guarantors granted the holders of the original notes certain exchange and registration rights with respect to those notes. We and the guarantors agreed that we would: •     file the registration statement of which this prospectus is a part not later than September 29, 2005; •     use reasonable best efforts to cause the registration statement to become effective under the Securities Act not later than November 28, 2005; and •     use reasonable best efforts to consummate an exchange offer within 30 business days after the effective date of the registration statement.

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	In addition, under certain circumstances, we and the guarantors may be required to file a shelf registration statement for the resale of the original notes or exchange notes. If we do not comply with our obligations under the registration rights agreement, we and the guarantors will be required to pay liquidated damages to holders of the original notes or exchange notes under certain circumstances. See “Description of Exchange Notes— Registration Rights; Liquidated Damages.” Whether or not you exchange your original notes for exchange notes will not affect our and the guarantors’ obligation to pay liquidated damages, if any.
Absence of an Established Public Market for the Exchange Notes	The original notes are presently eligible for trading through the PORTAL Marketsm of the Nasdaq Stock Market, Inc., but the exchange notes will be new securities for which there is currently no market. We do not intend to apply for a listing of the exchange notes on any securities exchange or to seek their quotation on any automated dealer quotation system. Accordingly, we cannot assure you that a liquid market for the exchange notes will develop or be maintained.
You should refer to “Risk Factors” beginning on page 2 for an explanation of certain risks before deciding to participate in the exchange offer.

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RISK FACTORS

You should carefully consider each of the following risks and all of the other information included or incorporated by reference in this prospectus before deciding to participate in the exchange offer described in this prospectus. The following risks relate principally to your participation or failure to participate in the exchange offer and ownership of our exchange notes. Other risks relating principally to our business in general and the industry in which we operate are described in the information incorporated by reference, including without limitation our preliminary prospectus filed as Exhibit 99.1 to our current report on Form 8-K dated April 15, 2005. Our business, financial condition or results of operations could be materially adversely affected due to any of these risks.

Risks Relating to the Exchange Offer

There are significant consequences if you fail to exchange your original notes.

We did not register the original notes under the Securities Act or any state securities laws, nor do we intend to do so after the exchange offer. As a result, the original notes may only be transferred in limited circumstances in compliance with the securities laws. If you do not exchange your original notes in the exchange offer, you will lose your right to have the original notes registered under the Securities Act, subject to certain limitations. If you continue to hold original notes after the exchange offer, you may be unable to sell the original notes. Original notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to existing restrictions.

You cannot be sure that an active trading market for the exchange notes will develop.

While the original notes are presently eligible for trading in the PORTAL Market^sm, the exchange notes will constitute a new issue of securities with no established trading market. We do not intend to apply for a listing of the exchange notes on any securities exchange or to seek their quotation on any automated dealer quotation system. We do not know if an active public market for the exchange notes will develop or, if developed, will continue. If an active public market does not develop or is not maintained, the market price and liquidity of the exchange notes may be adversely affected. We cannot make any assurances regarding the liquidity of the market for the exchanges notes, the ability of holders to sell their exchange notes or the price at which holders may sell their exchange notes. In addition, the liquidity and the market price of the exchange notes may be adversely affected by changes in the overall market for securities similar to the exchange notes, by changes in our financial performance or prospects and by changes in conditions in our industry.

You must follow the appropriate procedures to tender your original notes or they will not be exchanged.

The exchange notes will be issued in exchange for the original notes only after timely receipt by the exchange agent of the original notes or a book-entry confirmation related thereto, a properly completed and executed letter of transmittal or an agent’s message and all other required documentation. If you want to tender your original notes in exchange for exchange notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent are under any duty to give you notification of defects or irregularities with respect to tenders of original notes for exchange. Original notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to the existing transfer restrictions. In addition, if you tender the original notes in the exchange offer to participate in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the securities act in connection with any resale transaction. For additional information, please refer to the sections entitled “The Exchange Offer” and “Plan of Distribution.”

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Risks Relating to the Exchange Notes

Our substantial indebtedness could adversely affect our financial health.

We have substantial indebtedness. As of December 31, 2004, on an as adjusted basis to give effect to the consummation of the Thomas Industries acquisition and the related financing transactions, we would have had approximately $657.1 million of indebtedness. Our high level of debt could have a significant adverse future effect on our business. For example:

• we may have limited ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our growth strategy or other purposes;

• a substantial portion of our cash flow may be used to pay principal and interest on our debt, which will reduce the funds available for working capital, capital expenditures, acquisitions and other purposes;

• we may be more vulnerable to adverse changes in general economic, industry and competitive conditions;

• our high debt level and the various covenants contained in our amended and restated senior credit facility, the indenture governing the exchange notes and the documents governing our other existing indebtedness may place us at a relative competitive disadvantage as compared to some of our competitors; and

• borrowings under our amended and restated credit facility bear interest at floating rates, which could result in higher interest expense in the event of an increase in interest rates.

Despite our indebtedness levels, we and our subsidiaries may be able to incur substantially more indebtedness, which may increase the risks created by our substantial indebtedness.

The terms of our amended and restated credit facility and the indenture governing the exchange notes do not fully prohibit us or our subsidiaries from incurring additional indebtedness. If we or our subsidiaries are in compliance with the financial covenants set forth in these agreements, we and our subsidiaries may be able to incur substantial additional indebtedness. If we or any of our subsidiaries incur additional indebtedness, the related risks that we and they now face may intensify.

We may not be able to generate a sufficient amount of cash flow to meet our debt obligations, including the exchange notes.

Our ability to make scheduled payments or to refinance our obligations with respect to the exchange notes and our other indebtedness will depend on our financial and operating performance, which, in turn, is subject to prevailing economic conditions and to certain financial, business and other factors beyond our control. If our cash flow and capital resources are insufficient to fund our debt obligations, we could face substantial liquidity problems and may be forced to reduce or delay scheduled expansions and capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt. We cannot assure you that our operating performance, cash flow and capital resources will be sufficient for payment of our debt in the future. In the event that we are required to dispose of material assets or operations or restructure our debt to meet our debt obligations and other obligations, we cannot assure you as to the terms of any such transaction or how quickly, if at all, any such transaction could be completed.

If we cannot make scheduled payments on our debt, we will be in default and, as a result, our debt holders could declare all outstanding principal and interest to be due and payable and we could be forced into bankruptcy or liquidation.

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Your right to receive payments on the exchange notes and the guarantees is junior to all of our and the guarantors’ senior indebtedness.

The exchange notes and the guarantees are contractually junior in right of payment to all of the guarantors’ existing and future senior indebtedness. As of December 31, 2004, on a pro forma basis after giving effect to the Thomas Industries acquisition and the related financing transactions, the exchange notes and the guarantees would have been subordinated to $532.1 million of senior indebtedness. As a result, upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy or similar proceeding relating to us or the guarantors, or if there is a payment default under, or an acceleration of, any senior indebtedness, the holders of our and the guarantors’ senior indebtedness will be entitled to be paid in full in cash before any payment may be made with respect to the exchange notes or the guarantees. Accordingly, we and the guarantors may not have enough assets remaining after payments to holders of senior indebtedness to pay you.

In addition, all payments on the exchange notes and the guarantees will be blocked in the event of a payment default or certain other defaults in respect of designated senior indebtedness unless such indebtedness has been repaid in full or the default has been cured or waived. Further, all payments on the exchange notes and the guarantees may be prohibited for up to 179 of 360 consecutive days in the event of certain non-payment defaults on such senior indebtedness.

In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, holders of the exchange notes will participate with all other holders of our and the guarantors’ subordinated indebtedness in the assets remaining after we and the guarantors have paid all of the senior indebtedness. Because we have agreed that our senior indebtedness must be paid first, you may receive proportionately less than other unsubordinated creditors, including trade creditors, in any such proceeding. In any of these cases, we and the guarantors may not have sufficient funds to pay all of our creditors, and holders of the exchange notes may therefore receive ratably less than other creditors.

The restrictive covenants in our amended and restated credit facility and the indenture governing the exchange notes and any of our future indebtedness could adversely restrict our financial and operating flexibility and subject us to other risks.

Our amended and restated credit facility and the indenture governing the exchange notes contain affirmative and negative covenants that limit our and our subsidiaries’ ability to take certain actions. Our amended and restated credit facility will require us to maintain specified financial ratios and satisfy other financial conditions. Our amended and restated credit facility and the indenture governing the exchange notes will also restrict, among other things, our and our subsidiaries’ ability to:

• incur additional debt;

• pay dividends or make other distributions or repurchase our capital stock or subordinated debt;

• make certain investments;

• create liens;

• enter into certain types of transactions with affiliates;

• restrict dividend or other payments by our restricted subsidiaries to us;

• use assets as security in other transactions; and

• sell certain assets or merge with or into other companies.

These restrictions may limit our ability to operate our businesses and may prohibit or limit our ability to enhance our operations or take advantage of potential business opportunities as they arise. The breach of any of these covenants by us or the failure by us to meet any of these conditions could result in a

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default under any or all of such indebtedness. Our ability to continue to comply with such agreements may be affected by events beyond our control, including prevailing economic, financial and industry conditions. In addition, upon the occurrence of an event of default under our debt agreements, all of the amounts outstanding thereunder, together with accrued interest, could become immediately due and payable.

We may not have sufficient funds or be permitted by our amended and restated credit facility to purchasethe exchange notes upon a change in control.

Upon a change in control, we will be required to make an offer to purchase all outstanding exchange notes. However, we cannot assure you that we will have or will be able to borrow sufficient funds at the time of any change in control to make an required repurchases of exchange notes, or that restrictions in our amended and restated credit facility or other indebtedness we may incur in the future would permit us to make the required repurchases. In addition, a change in control may constitute an event of default under our amended and restated credit facility. A default under our amended and restated credit facility could result in a default under the indenture governing the exchange notes if the lenders accelerate the debt under our amended and restated senior credit facility.

The exchange notes and the guarantees may not be enforceable because of fraudulent conveyance laws.

The exchange notes and the guarantees may be subject to review under U.S. federal bankruptcy law or relevant state fraudulent conveyance laws if a bankruptcy case or lawsuit is commenced by or on behalf of our unpaid creditors. Generally, under these laws, if in such a case or lawsuit a court were to find that at the time we issued the original notes, the exchange notes or a subsidiary of ours issued a guarantee:

• we issued the original notes, the exchange notes or such subsidiary issued a guarantee with the intent of hindering, delaying or defrauding current or future creditors; or

• we or any guarantor received less than reasonably equivalent value of fair consideration for issuing the original notes, the exchange notes or a guarantee of the exchange notes, as the case may be, and we or such guarantor:

• were insolvent or were rendered insolvent by reason of the issuance of the original notes, the exchange notes or such guarantee;

• were engaged, or were about to engage, in a business or transaction for which our, or such guarantor’s, remaining assets constituted unreasonably small capital to carry on our or such guarantor’s business; or

• intended to incur, or believed that we, or such guarantor, would incur indebtedness or other obligation beyond the ability to pay such indebtedness or obligation as it matured (as all of the foregoing terms are defined in or interpreted under the relevant fraudulent transfer or conveyance statutes);

then the court could void the exchange notes or such guarantee, as the case may be, or subordinate the amounts owing under the exchange notes or such guarantee to our presently existing or future indebtedness or take other actions detrimental to you.

The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of the jurisdiction that is being applied in any such proceeding. Generally, a company would be considered insolvent if, at the time it incurred indebtedness or issued a guarantee:

• it could not pay its debt or contingent liabilities as they become due;

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• the sum of its debts (including contingent liabilities) is greater than its assets, at fair valuation; or

• the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured.

If an exchange note or guarantee is voided as a fraudulent conveyance or is found to be unenforceable for any other reason, you will not have a claim against us or such guarantor.

We believe that at the time of the issuance of the original notes, the exchange notes and related guarantees, neither we nor any of the guarantors were nor will be insolvent or rendered insolvent by the issuance of the original notes, the exchange notes or such guarantee, and that neither we nor any of the guarantors will be lacking sufficient capital to operate effectively or be unable to pay obligations on the original notes, the exchange notes or such guarantee as they mature or become due.

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GARDNER DENVER, INC.

We are a leading designer, manufacturer and marketer of highly engineered air compressors, liquid ring pumps, blowers and certain fluid transfer products. Our products primarily are used to move fluids, gases or solids through the application of pressure, vacuum or other mechanical influences, often in highly demanding applications or environments. Our compressors, liquid ring pumps and blowers are used in a broad range of industrial applications and our fluid transfer products are used primarily for oil and natural gas well drilling, servicing, production and transfer as well as for industrial cleaning and maintenance.

We sell our products and services globally to customers in diverse industries around the world. The following charts reflect our consolidated revenue mix by industries served and geographic regions for 2004 on a combined basis as if Syltone, Nash Elmo and Thomas Industries had been acquired at the beginning of 2004.

Combined — Industries Served(1)
Combined — Geographic Regions

(1)  Thomas Industries’ information based on OEM sales, which represent approximately 76% of Thomas Industries’ total sales.

_______________

Our principal executive offices are located at 1800 Gardner Expressway, Quincy, Illinois 62305, and our telephone number is (217) 222-5400. Our website address is www.gardnerdenver.com. Information contained on our website does not constitute part of this prospectus.

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THE OFFERING OF THE ORIGINAL NOTES AND THE EXCHANGE OFFER

In connection with the Thomas Industries acquisition, we issued the original notes on May 4, 2005. We applied the proceeds from the offering of the original notes, together with the proceeds from a concurrent common stock offering, borrowings under our amended and restated credit facility and available cash, to finance the acquisition, repay approximately $26.9 million of our other long term debt and pay related fees and expenses.

The original notes are, and the exchange notes we are offering in the exchange offer will be, guaranteed by certain of our present and future domestic subsidiaries. Simultaneously with the private placement of the original notes, the subsidiary guarantors and Gardner Denver entered into a registration rights agreement on May 4, 2005 with the initial purchasers of the original notes. Under the registration rights agreement, we agreed to file the registration statement of which this prospectus is a part on or before September 29, 2005, use our reasonable best efforts to cause the registration statement to become effective no later than November 28, 2005, and to deliver this prospectus to the holders of the original notes. We agreed to use our reasonable best efforts to complete the exchange offer on or before the date that is 30 business days after the effective date of the registration statement. If we do not meet our obligations under the registration statement, we must pay liquidated damages to the holders of the original notes until we have cured our default as described under “Description of the Exchange Notes—Registration Rights; Liquidated Damages”. Pursuant to the exchange offer, you may exchange your original notes for exchange notes, which have substantially the same terms as the original notes. You should read the discussion under the heading “Summary—The Exchange Notes” and “Description of the Exchange Notes” for further information regarding the exchange notes.

RATIO OF EARNINGS TO FIXED CHARGES

The following table shows the ratio of our earnings to fixed charges for the periods indicated. We have computed these ratios by dividing earnings available for fixed charges (income before income taxes plus fixed charges) by fixed charges (interest expense plus that portion of rental expenses deemed to represent interest).

	For the Six Months Ended June 30,		For the Year Ended
	2005	2004	2004	2003	2002	2001	2000
Ratio of earnings to fixed charges	4.2	6.0	5.1	6.0	4.9	5.5	4.5

USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. Because the exchange notes have substantially identical terms as the original notes, the issuance of the exchange notes will not result in any increase in our indebtedness. The exchange offer is intended to satisfy our obligations under the registration rights agreement.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

Simultaneously with the sale of the original notes, we entered into a registration rights agreement with the initial purchasers of the original notes—Bear, Stearns & Co. Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, Harris Nesbitt Corp., NatCity Investments, Inc., Mitsubishi Securities International plc, Piper Jaffray & Co., and Scotia Capital (USA) Inc. Under the registration rights agreement, we agreed, among other things, to:

• file a registration statement relating to a registered exchange offer for the original notes with the SEC no later than 90 days after the consummation of the Thomas Industries acquisition;

• use our reasonable best efforts to cause the SEC to declare the registration statement effective under the Securities Act no later than 150 days after the date of the consummation of the Thomas Industries acquisition; and

• commence and use our reasonable best efforts to consummate the exchange offer no later than the 30th business day after the registration statement was declared effective by the SEC.

We are conducting the exchange offer to satisfy our obligations under the registration rights agreement. If we fail to meet certain specified deadlines under the registration rights agreement, we will be obligated to pay liquidated damages to the holders of the original notes. A copy of the registration rights agreement has been filed with the SEC as Exhibit 10.2 to our Current Report on Form 8-K dated and filed on May 4, 2005, and is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

The form and terms of the exchange notes are the same as the form and terms of the original notes, except that the exchange notes:

• will be registered under the Securities Act;

• will not bear restrictive legends restricting their transfer under the Securities Act;

• will not be entitled to the registration rights that apply to the original notes; and

• will not contain provisions relating to liquidated damages in connection with the original notes under circumstances related to the timing of the exchange offer.

The exchange offer is not extended to original note holders in any jurisdiction where the exchange offer does not comply with the securities or blue sky laws of that jurisdiction.

Terms of the Exchange Offer

We are offering to exchange up to $125,000,000 aggregate principal amount of exchange notes for a like aggregate principal amount of original notes. The original notes must be tendered properly in accordance with the conditions set forth in this prospectus and the accompanying letter of transmittal on or prior to the expiration date and not withdrawn as permitted below. In exchange for original notes properly tendered and accepted, we will issue a like total principal amount of up to $125,000,000 in exchange notes. This prospectus, together with the letter of transmittal, is first being sent on or about [        ], 2005, to all holders of original notes known to us. Our obligation to accept original notes to be exchanged in the exchange offer is subject to the conditions described below under the heading “—Certain Conditions to the Exchange Offer.” The exchange offer is not conditioned upon holders tendering a minimum principal amount of original notes. As of the date of this prospectus, $125,000,000 aggregate principal amount of original notes are outstanding.

Original notes tendered in the exchange offer must be in denominations of the principal amount of $1,000 and any integral multiple of $1,000 in excess thereof.

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Holders of the original notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. If you do not tender your original notes or if you tender original notes that we do not accept, your original notes will remain outstanding. Any original notes will be entitled to the benefits of the indenture but will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances. Existing transfer restrictions would continue to apply to such original notes. See “Risk Factors—There are significant consequences if you fail to exchange your original notes” for more information regarding original notes outstanding after the exchange offer.

After the expiration date, we will return to the holder any tendered original notes that we did not accept for exchange.

None of us, our board of directors or our management recommends that you tender or not tender original notes in the exchange offer or has authorized anyone to make any recommendation. You must decide whether to tender in the exchange offer and, if you decide to tender, the aggregate amount of original notes to tender.

The expiration date is 5:00 p.m., New York City time, on [ ], 2005, or such later date and time to which we extend the exchange offer.

We have the right, in accordance with applicable law, at any time:

• to delay the acceptance of the original notes;

• to terminate the exchange offer and not accept any original notes for exchange if we determine that any of the conditions to the exchange offer have not occurred or have not been satisfied;

• to extend the expiration date of the exchange offer and retain all original notes tendered in the exchange offer other than those notes properly withdrawn; and

• to waive any condition or amend the terms of the exchange offer in any manner.

If we materially amend the exchange offer, we will as promptly as practicable distribute a prospectus supplement to the holders of the original notes disclosing the change and extend the exchange offer.

If we exercise any of the rights listed above, we will as promptly as practicable give oral or written notice of the action to the exchange agent and will make a public announcement of such action. In the case of an extension, an announcement will be made no later than 9:00 a.m., New York City time on the next business day after the previously scheduled expiration date.

Acceptance of Original Notes for Exchange and Issuance of Original Notes

As promptly as practicable after the expiration date, we will accept all original notes validly tendered and not withdrawn, and we will issue exchange notes registered under the Securities Act to the exchange agent. The exchange agent might not deliver the exchange notes to all tendering holders at the same time. The timing of delivery depends upon when the exchange agent receives and processes the required documents.

We will be deemed to have exchanged original notes validly tendered and not withdrawn when we give oral or written notice to the exchange agent of our acceptance of the tendered original notes, with written confirmation of any oral notice to be given promptly thereafter. The exchange agent is our agent for receiving tenders of original notes, letters of transmittal and related documents.

In tendering original notes, you must warrant in the letter of transmittal or in an agent’s message (described below) that:

• you have full power and authority to tender, exchange, sell, assign and transfer original notes;

• we will acquire good, marketable and unencumbered title to the tendered original notes, free and clear of all liens, restrictions, charges and other encumbrances; and

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• the original notes tendered for exchange are not subject to any adverse claims or proxies.

You also must warrant and agree that you will, upon request, execute and deliver any additional documents requested by us or the exchange agent to complete the exchange, sale, assignment and transfer of the original notes.

Procedures for Tendering Original Notes

Valid Tender

When the holder of original notes tenders, and we accept, original notes for exchange, a binding agreement between us, on the one hand, and the tendering holder, on the other hand, is created, subject to the terms and conditions set forth in this prospectus and the accompanying letter of transmittal. Except as set forth below, a holder of original notes who wishes to tender original notes for exchange must, on or prior to the expiration date:

• transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal (including original notes), to the exchange agent, The Bank of New York Trust Company, N.A., at the address set forth below under the heading “—Exchange Agent;”

• if original notes are tendered pursuant to the book-entry procedures set forth below, the tendering holder must deliver a completed and duly executed letter of transmittal or arrange with DTC to cause an agent’s message to be transmitted with the required information (including a book-entry confirmation), to the exchange agent at the address set forth below under the heading “—Exchange Agent,” or

• comply with the provisions set forth below under “—Guaranteed Delivery.”

In addition, on or prior to the expiration date:

• the exchange agent must receive the certificates for the original notes and the letter of transmittal;

• the exchange agent must receive a timely confirmation of the book-entry transfer of the original notes being tendered into the exchange agent’s account at DTC, along with the letter of transmittal or an agent’s message; or

• the holder must comply with the guaranteed delivery procedures described below.

The letter of transmittal or agent’s message may be delivered by mail, facsimile, hand delivery or overnight carrier, to the exchange agent.

The term “agent’s message” means a message transmitted to the exchange agent by DTC which states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such holder.

If you beneficially own original notes and those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian and you wish to tender your original notes in the exchange offer, you should contact the registered holder as soon as possible and instruct it to tender the original notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.

If you tender fewer than all of your original notes, you should fill in the amount of notes tendered in the appropriate box on the letter of transmittal. If you do not indicate the amount tendered in the appropriate box, we will assume you are tendering all original notes that you hold.

The method of delivery of the certificates for the original notes, the letter of transmittal and all other required documents is at the election and sole risk of the holders. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured, or overnight delivery service. In all cases,

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you should allow sufficient time to assure timely delivery. No letters of transmittal or original notes should be sent directly to us. Delivery is complete when the exchange agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the exchange agent.

Signature Guarantees

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the original notes surrendered for exchange are tendered:

• by a registered holder of original notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible institution.

An “eligible institution” is a firm or other entity which is identified as an “Eligible Guarantor Institution” in Rule 17Ad-15 under the Exchange Act, including:

• a bank;

• a broker, dealer, municipal securities broker or dealer or government securities broker or dealer;

• a credit union;

• a national securities exchange, registered securities association or clearing agency; or

• a savings association.

If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, the guarantor must be an eligible institution.

If original notes are registered in the name of a person other than the signer of the letter of transmittal, the original notes surrendered for exchange must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder with the holder’s signature guaranteed by an eligible institution.

Book-Entry Transfers

For tenders by book-entry transfer of original notes cleared through DTC, the exchange agent will make a request to establish an account at DTC for purposes of the exchange offer. Any financial institution that is a DTC participant may make book-entry delivery of original notes by causing DTC to transfer the original notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may use the Automated Tender Offer Program, or ATOP, procedures to tender original notes. Accordingly, any participant in DTC may make book-entry delivery of original notes by causing DTC to transfer those original notes into the exchange agent’s account in accordance with its ATOP procedures for transfer.

Notwithstanding the ability of holders of original notes to effect delivery of original notes through book-entry transfer at DTC, either:

• the letter of transmittal or a facsimile thereof, or an agent’s message in lieu of the letter of transmittal, with any required signature guarantees and any other required documents must be transmitted to and received by the exchange agent prior to the expiration date at the address given below under “—Exchange Agent;” or

• the guaranteed delivery procedures described below must be complied with.

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Guaranteed Delivery

If a holder wants to tender original notes in the exchange offer and (1) the certificates for the original notes are not immediately available or all required documents are unlikely to reach the exchange agent on or prior to the expiration date, or (2) a book-entry transfer cannot be completed on a timely basis, the original notes may be tendered if the holder complies with the following guaranteed delivery procedures:

• the tender is made by or through an eligible institution;

• the eligible institution delivers a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided, to the exchange agent on or prior to the expiration date;

• setting forth the name and address of the holder of the original notes being tendered and the amount of the original notes being tendered;

• stating that the tender is being made; and

• guaranteeing that, within three (3) New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal, or an agent’s message, with any required signature guarantees and any other documents required by the letter of transmittal, will be deposited by the eligible institution with the exchange agent; and

• the exchange agent receives the certificates for the original notes, or a confirmation of book-entry transfer, and a properly completed and duly executed letter of transmittal, or an agent’s message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal within three (3) New York Stock Exchange trading days after the notice of guaranteed delivery is executed for all such tendered original notes.

You may deliver the notice of guaranteed delivery by hand, facsimile, mail or overnight delivery to the exchange agent and you must include a guarantee by an eligible institution in the form described above in such notice.

Our acceptance of properly tendered original notes is a binding agreement between the tendering holder and us upon the terms and subject to the conditions of the exchange offer.

Determination of Validity

We, in our sole discretion, will resolve all questions regarding the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered original notes. Our determination of these questions as well as our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal, will be final and binding on all parties. A tender of original notes is invalid until all defects and irregularities have been cured or waived. Holders must cure any defects and irregularities in connection with tenders of original notes for exchange within such reasonable period of time as we will determine, unless we waive the defects or irregularities. Neither us, any of our affiliates or assigns, the exchange agent nor any other person is under any obligation to give notice of any defects or irregularities in tenders nor will they be liable for failing to give any such notice.

We reserve the absolute right, in our sole and absolute discretion:

• to reject any tenders determined to be in improper form or unlawful;

• to waive any of the conditions of the exchange offer; and

• to waive any condition or irregularity in the tender of original notes by any holder, whether or not we waive similar conditions or irregularities in the case of other holders.

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If any letter of transmittal, endorsement, bond power, power of attorney, or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must indicate such capacity when signing. In addition, unless waived by us, the person must submit proper evidence satisfactory to us, in our sole discretion, of his or her authority to so act.

Resales of Exchange Notes

Based on interpretive letters issued by the SEC staff to third parties in transactions similar to the exchange offer, we believe that a holder of exchange notes, other than a broker-dealer, may offer exchange notes for resale, resell and otherwise transfer the exchange notes without delivering a prospectus to prospective purchasers, if the holder acquired the exchange notes in the ordinary course of business, has no intention of engaging in a “distribution” (as defined under the Securities Act) of the exchange notes and is not an “affiliate” (as defined under the Securities Act) of Gardner Denver. We will not seek our own interpretive letter. As a result, we cannot assure you that the staff will take the same position on this exchange offer as it did in interpretive letters to other parties in similar transactions.

By tendering original notes, the holder, other than participating broker-dealers, as defined below, of those original notes will represent to us that, among other things:

• the exchange notes acquired in the exchange offer are being obtained in the ordinary course of business of the person receiving the exchange notes, whether or not that person is the holder;

• neither the holder nor any other person receiving the exchange notes is engaged in, intends to engage in or has an arrangement or understanding with any person to participate in a “distribution” (as defined under the Securities Act) of the exchange notes; and

• neither the holder nor any other person receiving the exchange notes is an “affiliate” (as defined under the Securities Act) of Gardner Denver.

If any holder or any such other person is an “affiliate” of Gardner Denver or is engaged in, intends to engage in or has an arrangement or understanding with any person to participate in a “distribution” of the exchange notes, such holder or other person:

• may not rely on the applicable interpretations of the staff of the SEC referred to above; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives exchange notes for its own account in exchange for original notes must represent that the original notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of the exchange notes pursuant to the exchange offer. Any such broker-dealer is referred to as a participating broker-dealer. However, by so acknowledging and by delivering a prospectus, the participating broker-dealer will not be deemed to admit that it is an “underwriter” (as defined under the Securities Act). If a broker-dealer acquired original notes as a result of market-making or other trading activities, it may use this prospectus, as amended or supplemented, in connection with offers to resell, resales or retransfers of exchange notes received in exchange for the original notes pursuant to the exchange offer. We have agreed that, during the period ending 180 days after the consummation of the exchange offer, subject to extension in limited circumstances, we will use all commercially reasonable efforts to keep the exchange offer registration statement effective and make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

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Withdrawal Rights

You can withdraw tenders of original notes at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, you must deliver a written notice of withdrawal to the exchange agent. The notice of withdrawal must:

• specify the name of the person tendering the original notes to be withdrawn;

• identify the original notes to be withdrawn, including the total principal amount of original notes to be withdrawn;

• where certificates for original notes are transmitted, list the name of the registered holder of the original notes if different from the person withdrawing the original notes;

• contain a statement that the holder is withdrawing his election to have the original notes exchanged;

• be signed by the holder in the same manner as the original signature on the letter of transmittal by which the original notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the original notes register the transfer of the original notes in the name of the person withdrawing the tender.

If you delivered or otherwise identified pursuant to the guaranteed delivery procedures original notes to the exchange agent, you must submit the serial numbers of the original notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of original notes tendered for the account of an eligible institution. If you tendered original notes as a book-entry transfer, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn original notes and you must deliver the notice of withdrawal to the exchange agent. You may not rescind withdrawals of tender; however, original notes properly withdrawn may again be tendered at any time on or prior to the expiration date.

We will determine all questions regarding the form of withdrawal, validity, eligibility, including time of receipt, and acceptance of withdrawal notices. Our determination of these questions as well as our interpretation of the terms and conditions of the exchange offer (including the letter of transmittal) will be final and binding on all parties. Neither us, any of our affiliates or assigns, the exchange agent nor any other person is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will they be liable for failing to give any such notice.

In the case of original notes tendered by book-entry transfer through DTC, the original notes withdrawn or not exchanged will be credited to an account maintained with DTC. Withdrawn original notes will be returned to the holder after withdrawal. The original notes will be returned or credited to the account maintained with DTC as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Any original notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to the holder.

Properly withdrawn original notes may again be tendered by following one of the procedures described under “—Procedures for Tendering Original Notes” above at any time prior to 5:00 p.m., New York City time, on the expiration date.

Certain Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, we are not required to accept for exchange, or to issue exchange notes in exchange for, any original notes, and we may terminate or amend the exchange offer, if at any time prior to 5:00 p.m., New York City time, on the expiration date, we determine that the exchange offer violates applicable law or SEC policy.

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The foregoing conditions are for our sole benefit, and we may assert them regardless of the circumstances giving rise to any such condition, or we may waive the conditions, completely or partially, whenever or as many times as we choose, in our reasonable discretion. The foregoing rights are not deemed waived because we fail to exercise them, but continue in effect, and we may still assert them whenever or as many times as we choose. If we determine that a waiver of conditions materially changes the exchange offer, the prospectus will be amended or supplemented, and the exchange offer extended, if appropriate, as described under “—Terms of the Exchange Offer.”

In addition, at a time when any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or with respect to the qualification of the indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), we will not accept for exchange any original notes tendered, and no exchange notes will be issued in exchange for any such original notes.

If we terminate or suspend the exchange offer based on a determination that the exchange offer violates applicable law or SEC policy, the registration rights agreement requires that we, as soon as practicable after such determination, use our commercially reasonable efforts to cause a shelf registration statement covering the resale of the original notes to be filed and declared effective by the SEC.

Exchange Agent

We appointed The Bank of New York Trust Company, N.A. as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent at the address and telephone number as follows:

By Registered or Certified Mail,
Hand Delivery or Overnight Delivery: The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street - 7 East
New York, New York 10286
Attn: Mr. Kin Lau Facsimile Transmissions: (212) 298-1915 Telephone Number: (212) 815-3750
Attn: Mr. Kin Lau

If you deliver letters of transmittal and any other required documents to an address or facsimile number other than those listed above, your tender is invalid.

Fees and Expenses

The registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of original notes and for handling or tendering for such clients.

We have not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of original notes pursuant to the exchange offer.

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Transfer Taxes

Holders who tender their original notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange. If, however, exchange notes issued in the exchange offer are to be delivered to, or are to be issued in the name of, any person other than the holder of the original notes tendered, or if a transfer tax is imposed for any reason other than the exchange of original notes in connection with the exchange offer, then the holder must pay any such transfer taxes, whether imposed on the registered holder or on any other person. If satisfactory evidence of payment of, or exemption from, such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

Consequences of Failure to Exchange Original Notes

Holders who desire to tender their original notes in exchange for exchange notes should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent is under any duty to give notification of defects or irregularities with respect to the tenders of notes for exchange.

Original notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to be subject to the provisions in the indenture regarding the transfer and exchange of the original notes and the existing restrictions on transfer set forth in the legend on the original notes and in the confidential offering memorandum dated May 4, 2005 relating to the original notes. Except in limited circumstances with respect to specific types of holders of original notes, we will have no further obligation to provide for the registration under the Securities Act of such original notes. In general, original notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will take any action to register the original notes under the Securities Act or under any state securities laws.

Upon completion of the exchange offer, holders of the original notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances. Holders of the exchange notes and any original notes which remain outstanding after consummation of the exchange offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the indenture.

Consequences of Exchanging Original Notes

Under existing interpretations of the Securities Act by the SEC’s staff contained in several no-action letters to third parties, we believe that the exchange notes may be offered for resale, resold or otherwise transferred by holders after the exchange offer other than by any holder who is one of our “affiliates” (as defined in Rule 405 under the Securities Act). Such notes may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

• such exchange notes are acquired in the ordinary course of such holder’s business; and

• such holder, other than broker-dealers, has no arrangement or understanding with any person to participate in the distribution of the exchange notes.

However, the SEC has not considered the exchange offer in the context of a no-action letter and we cannot guarantee that the staff of the SEC would make a similar determination with respect to the exchange offer as in such other circumstances. Each holder, other than a broker-dealer, must furnish a written representation, at our request, that:

• it is not an affiliate of Gardner Denver;

• it is not engaged in, and does not intend to engage in, a distribution of the exchange notes and has no arrangement or understanding to participate in a distribution of exchange notes; and

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• it is acquiring the exchange notes in the ordinary course of its business.

Each broker-dealer that receives exchange notes for its own account in exchange for original notes must acknowledge that such original notes were acquired by such broker-dealer as a result of market-making or other trading activities and that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

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DESCRIPTION OF THE EXCHANGE NOTES

You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” In this description, the word “Gardner Denver” refers only to Gardner Denver, Inc. and not to any of its subsidiaries.

Gardner Denver issued the original notes, and will issue the exchange notes, under an indenture among itself, the Guarantors and The Bank of New York Trust Company, N.A., as trustee. The terms of the exchange notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act. The terms of the exchange notes are the same as the terms of the original notes, except that (i) the exchange notes will be registered under the Securities Act, (ii) the exchange notes will not bear restrictive legends restricting their transfer under the Securities Act, (iii) holders of the exchange notes are not entitled to certain rights under the registration rights agreement and (iv) the exchange notes will not contain provisions relating to liquidated damages in connection with the original notes under the circumstances related to the timing of the exchange offer.

The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, define your rights as holders of the exchange notes. Copies of the indenture are available as set forth below under “— Additional Information.” Certain defined terms used in this description but not defined below under “— Certain Definitions” have the meanings assigned to them in the indenture.

The registered holder of an exchange note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

Brief Description of the Exchange Notes and the Subsidiary Guarantees

The Exchange Notes

The exchange notes:

• will be general unsecured obligations of Gardner Denver;

• will be subordinated in right of payment to all existing and future Senior Debt of Gardner Denver, including all Obligations under the Credit Agreement;

• will be pari passu in right of payment with any future senior subordinated Indebtedness of Gardner Denver; and

• will be unconditionally guaranteed, jointly and severally, by the Guarantors on a senior subordinated basis.

Capital Stock of certain of our subsidiaries have been pledged to secure our obligations to our secured creditors. In the event that our secured creditors exercise their rights with respect to their pledged assets, our secured lenders would be entitled to be repaid in full from the liquidation of those assets before those assets would be available for distribution to other creditors, including holders of the exchange notes.

The Subsidiary Guarantees

The exchange notes will be guaranteed by each of Gardner Denver’s existing and future Domestic Subsidiaries that are Wholly-Owned Subsidiaries, other than Immaterial Subsidiaries.

Each guarantee of the exchange notes:

• will be a general unsecured obligation of the Guarantor;

• will be subordinated in right of payment to all existing and future Senior Debt of that Guarantor including the guarantee of that Guarantor under the Credit Agreement; and

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• will be pari passu in right of payment with any future senior subordinated Indebtedness of that Guarantor.

Not all of our Subsidiaries will guarantee the exchange notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to Gardner Denver. Pro forma as if the Nash Elmo and Thomas Industries acquisitions had occurred on January 1, 2004, the non-guarantor Subsidiaries would have held 19% of Gardner Denver’s consolidated total assets as of December 31, 2004 and would have generated 57% of Gardner Denver’s consolidated revenues for the year ended December 31, 2004. The indenture will permit Gardner Denver and its Subsidiaries to incur additional Indebtedness including Senior Debt.

As of August 31, 2005, all of our Subsidiaries are “Restricted Subsidiaries.” However, under the circumstances described below under the caption “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries will not be subject to the restrictive covenants in the indenture. Our Unrestricted Subsidiaries will not guarantee the exchange notes.

Principal, Maturity and Interest

Gardner Denver will issue up to $125.0 million in aggregate principal amount of exchange notes in this exchange offer. Gardner Denver may issue an unlimited amount of additional exchange notes from time to time after this offering subject to all of the covenants in the indenture, including the covenant described below under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock.” The exchange notes and any additional exchange notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Gardner Denver will issue exchange notes in denominations of $1,000 and integral multiples of $1,000. The exchange notes will mature on May 1, 2013.

Interest on the exchange notes will accrue at the rate of 8% per annum and will be payable semi-annually in arrears on May 1 and November 1, commencing on November 1, 2005. Interest on overdue principal and interest and Liquidated Damages will accrue at a rate that is 1% higher than the then applicable interest rate on the exchange notes. Gardner Denver will make each interest payment to the holders of record on the immediately preceding April 15 and October 15.

Interest on the exchange notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Exchange Notes

If a holder of exchange notes has given wire transfer instructions to Gardner Denver, Gardner Denver will pay all principal, interest and premium, if any, on that holder’s exchange notes in accordance with those instructions. All other payments on the exchange notes will be made at the office or agency of the paying agent and registrar, unless Gardner Denver elects to make interest payments by check mailed to the noteholders at their addresses set forth in the register of holders.

Paying Agent and Registrar for the Exchange Notes

The trustee will initially act as paying agent and registrar. The office of the trustee is currently located at 2 North LaSalle Street, Suite 1020, Chicago, Illinois. Gardner Denver may change the paying agent or registrar without prior notice to the holders of the exchange notes, and Gardner Denver or any of its Subsidiaries may act as paying agent or registrar.

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Transfer and Exchange

A holder may transfer or exchange notes in accordance with the provisions of the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of exchange notes. Holders will be required to pay all taxes due on transfer. Gardner Denver is not required to transfer or exchange any note selected for redemption. Also, Gardner Denver is not required to transfer or exchange any note for a period of 15 days before a selection of exchange notes to be redeemed.

Subsidiary Guarantees

The exchange notes will be unconditionally guaranteed by each of Gardner Denver’s existing and future Domestic Subsidiaries that are Wholly-Owned Subsidiaries, other than Immaterial Subsidiaries. These Subsidiary Guarantees will be joint and several obligations of the Guarantors. Each Subsidiary Guarantee will be subordinated to the prior payment in full of all Senior Debt of that Guarantor. The obligations of each Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law.

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than Gardner Denver or another Guarantor, unless:

(1)	immediately after giving effect to that transaction, no Default or Event of Default exists; and
(2)	either:

(a)the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of that Guarantor under the indenture, its Subsidiary Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture reasonably satisfactory to the trustee; or

(b)the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the indenture.

The Subsidiary Guarantee of a Guarantor will be released:

(1)in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Gardner Denver or a Restricted Subsidiary of Gardner Denver, if the sale or other disposition does not violate the “Asset Sale” provisions of the indenture;

(2)in connection with any sale or other disposition of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) Gardner Denver or a Restricted Subsidiary of Gardner Denver, if the sale or other disposition does not violate the “Asset Sale” provisions of the indenture;

(3)if Gardner Denver designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture; or

(4)upon legal defeasance or satisfaction and discharge of the exchange notes as provided below under the captions “— Legal Defeasance and Covenant Defeasance” and “— Satisfaction and Discharge.”

See “— Repurchase at the Option of Holders — Asset Sales.”

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Subordination

The payment of principal, interest and premium and Liquidated Damages, if any, on the exchange notes will be subordinated to the prior payment in full of all Senior Debt of Gardner Denver, including Senior Debt incurred after the date of the indenture.

The holders of Senior Debt will be entitled to receive payment in full in cash of all Obligations due in respect of Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not such interest is an allowable claim) before the holders of exchange notes will be entitled to receive any payment with respect to the exchange notes (except that holders of exchange notes may receive and retain Permitted Junior Securities and payments made from either of the trusts described under “— Legal Defeasance and Covenant Defeasance” and “— Satisfaction and Discharge” so long as the trust was created in accordance with all relevant conditions specified in the indenture at the time it was created), in the event of any distribution to creditors of Gardner Denver:

(1) in a liquidation or dissolution of Gardner Denver;

(2)in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Gardner Denver or its property;

(3)	in an assignment for the benefit of creditors;
(4)	or in any marshaling of Gardner Denver’s assets and liabilities.

Gardner Denver also may not make any payment in respect of the exchange notes (except in Permitted Junior Securities or from either of the trusts described under “— Legal Defeasance and Covenant Defeasance” and “— Satisfaction and Discharge” so long as the trust was created in accordance with all relevant conditions specified in the indenture at the time it was created) if:

(1)a payment default on Designated Senior Debt occurs (whether at maturity, due to acceleration, or otherwise) and is continuing; or

(2)any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the trustee receives a notice of such default (a “Payment Blockage Notice”) from Gardner Denver, a representative of the holders of any Designated Senior Debt or the administrative agent under the Credit Agreement.

Payments on the exchange notes may and will be resumed:

(1) in the case of a payment default, upon the date on which such default is cured or waived; and

(2)in the case of a nonpayment default, upon the earliest of (x) the date on which such nonpayment default is cured or waived, (y) 179 days after the date on which the applicable Payment Blockage Notice is received or (z) the date on which the trustee receives notice from all representatives of all applicable Designated Senior Debt rescinding the Payment Blockage Notice, unless the maturity of any Designated Senior Debt has been accelerated and such acceleration has not been effectively rescinded.

No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the trustee will be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days.

If the trustee or any holder of the exchange notes receives a payment in respect of the exchange notes (except in Permitted Junior Securities or from either of the trusts described under “— Legal Defeasance

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and Covenant Defeasance” and “— Satisfaction and Discharge”) in contravention of these subordination provisions prior to payment in full of all Obligations due in respect of Senior Debt (including without limitation, interest after the commencement of any bankruptcy proceedings at the rate specified in the applicable Senior Debt, whether or not such interest is an allowable claim) the trustee or the holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the trustee or the holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt (on a pro rata basis based on the aggregate amount of the Senior Debt) or their proper representative.

Gardner Denver must promptly notify holders of Senior Debt if payment of the exchange notes is accelerated because of an Event of Default (which notice must be provided at least five business days prior to the payment of the exchange notes).

As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of Gardner Denver, holders of exchange notes may recover less ratably than creditors of Gardner Denver who are holders of Senior Debt. As a result of the obligation to deliver amounts received in trust to holders of Senior Debt, holders of exchange notes may recover less ratably than trade creditors of Gardner Denver. See “Risk Factors — Your right to receive payments on the exchange notes and the guarantees is junior to all of our and the guarantors’ Senior indebtedness.”

Optional Redemption

At any time prior to May 1, 2008, Gardner Denver may on any one or more occasions redeem up to 35% of the aggregate principal amount of exchange notes issued under the indenture (including any additional exchange notes issued after the issue date) at a redemption price of 108% of the principal amount, plus accrued and unpaid interest and Liquidated Damages, if any, to, but excluding, the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

(1)at least 65% of the aggregate principal amount of exchange notes originally issued (including any additional exchange notes issued after the issue date) under the indenture (excluding exchange notes held by Gardner Denver and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 45 days of the date of the closing of such Equity Offering.

At any time prior to May 1, 2009, Gardner Denver may also redeem all or part of the exchange notes, upon not less than 30 or more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of exchange notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to, but excluding, the redemption date, subject to the rights of noteholders on the relevant record date to receive interest due on the relevant interest payment date.

On or after May 1, 2009, Gardner Denver may redeem all or a part of the exchange notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the exchange notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on May 1 of the years indicated below, subject to the rights of noteholders on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2009	104.000%
2010	102.000%
2011 and thereafter	100.000%

Unless Gardner Denver defaults in the payment of the redemption price, interest will cease to accrue on the exchange notes or portions thereof called for redemption on the applicable redemption date.

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Mandatory Redemption

Gardner Denver is not required to make mandatory redemption or sinking fund payments with respect to the exchange notes.

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of exchange notes will have the right to require Gardner Denver to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that holder’s exchange notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, Gardner Denver will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of exchange notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on the exchange notes repurchased, to, but excluding, the date of purchase, subject to the rights of noteholders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following the date on which Gardner Denver becomes aware that a Change of Control has occurred, Gardner Denver will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase exchange notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. Gardner Denver will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the exchange notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, Gardner Denver will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance. Notwithstanding the foregoing, Gardner Denver will not be obligated to purchase the exchange notes upon a Change of Control if Gardner Denver has exercised its right to redeem all of the exchange notes as set forth under “— Optional Redemption” above.

On the Change of Control Payment Date, Gardner Denver will, to the extent lawful:

(1)accept for payment all exchange notes or portions of exchange notes properly tendered pursuant to the Change of Control Offer;

(2)deposit with the paying agent an amount equal to the Change of Control Payment in respect of all exchange notes or portions of exchange notes properly tendered; and

(3)deliver or cause to be delivered to the trustee the exchange notes properly accepted together with an officers’ certificate stating the aggregate principal amount of exchange notes or portions of exchange notes being purchased by Gardner Denver.

The paying agent will promptly mail to each holder of exchange notes properly tendered the Change of Control Payment for such exchange notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the exchange notes surrendered, if any; provided that each new note will be in a principal amount of $1,000 or an integral multiple of $1,000.

Prior to complying with any of the provisions of this “Change of Control” covenant, but in any event within 90 days following a Change of Control, Gardner Denver will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of exchange notes required under the indenture. Gardner Denver will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

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The provisions described above that require Gardner Denver to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the exchange notes to require that Gardner Denver repurchase or redeem the exchange notes in the event of a takeover, recapitalization or similar transaction.

The Change of Control repurchase feature is a result of negotiations between Gardner Denver and the initial purchasers. Gardner Denver’s management has no present intention to engage in a transaction involving a Change of Control, although it is possible that Gardner Denver will do so in the future. Subject to certain covenants described below, Gardner Denver could, in the future, enter into transactions including acquisitions, refinancings or other recapitalizations that would not constitute a Change of Control under the indenture, but that could increase the amount of debt outstanding at such time or otherwise affect Gardner Denver’s capital structure or credit ratings.

The Credit Agreement provides that the occurrence of certain events that would constitute a Change of Control constitute a default under the Credit Agreement and requires that any outstanding debt under that facility be repaid upon the occurrence of certain of the events that would constitute a Change of Control.

Gardner Denver will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by Gardner Denver and purchases all exchange notes properly tendered and not withdrawn under the Change of Control Offer or (2) notice of redemption has been given pursuant to the indenture as described above under the caption “— Optional Redemption,” unless and until there is a default in payment of the applicable redemption price.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Gardner Denver and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of exchange notes to require Gardner Denver to repurchase its exchange notes as a result of a sale, transfer, conveyance or other disposition of less than all of the assets of Gardner Denver and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

Gardner Denver will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)Gardner Denver (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2)at least 75% of the consideration received in the Asset Sale by Gardner Denver or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

(a)any liabilities of Gardner Denver or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the exchange notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets and as a result of which Gardner Denver or such Restricted Subsidiary is unconditionally released from further liability;

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(b)any securities, exchange notes or other obligations received by Gardner Denver or any such Restricted Subsidiary from such transferee that are within 90 days, converted by Gardner Denver or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion;

(c)in connection with the sale of a business or a Subsidiary, accounts receivable of the business or Subsidiary being sold which are retained by Gardner Denver or one of its Restricted Subsidiaries following the Asset Sale; provided that at the time of such sale such accounts receivable are not past due more than 60 days and do not have a payment date more than 90 days from the date of the related invoice; and

(d)any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Gardner Denver (or the applicable Restricted Subsidiary, as the case may be) may apply those Net Proceeds at its option:

(1)to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

(2)to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Gardner Denver;

(3) to make a capital expenditure; or

(4)to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business,

or enter into a binding commitment regarding clauses (2), (3) or (4) above, provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such acquisitions or expenditure is consummated and (y) the 180th day following the expiration of the aforementioned 365 day period. If such acquisition or expenditure is not consummated on or before such 180th day and Gardner Denver or such Restricted Subsidiary shall not have applied such Net Proceeds as described in clauses (2)-(4) of this paragraph on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds.

Pending the final application of any Net Proceeds, Gardner Denver may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million, Gardner Denver will make an Asset Sale Offer to all holders of exchange notes and to all holders of other Indebtedness that is pari passu with the exchange notes and contains provisions similar to those set forth in the indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of exchange notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to, but excluding, the date of purchase, and will be payable in cash (subject to the right of holders to receive interest due on the relevant interest payment date). If any Excess Proceeds remain after consummation of an Asset Sale Offer, Gardner Denver may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of exchange notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the exchange notes and such other pari passu Indebtedness to be purchased on a pro

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rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Gardner Denver will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of exchange notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, Gardner Denver will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such compliance.

The agreements governing Gardner Denver’s outstanding Senior Debt, including the Credit Agreement, provides that certain change of control or asset sale events with respect to Gardner Denver would constitute a default under these agreements. Any future credit agreements or other agreements relating to Senior Debt to which Gardner Denver becomes a party may contain similar restrictions and provisions. In the event a Change of Control or Asset Sale occurs at a time when Gardner Denver is prohibited from purchasing exchange notes, Gardner Denver could seek the consent of its senior lenders to the purchase of exchange notes or could attempt to refinance the borrowings that contain such prohibition. If Gardner Denver does not obtain such a consent or repay such borrowings, Gardner Denver will remain prohibited from purchasing exchange notes. In such case, Gardner Denver’s failure to purchase tendered exchange notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the indenture would likely restrict payments to the holders of exchange notes.

Selection and Notice

If less than all of the exchange notes are to be redeemed at any time, the trustee will select exchange notes for redemption as follows:

(1)if the exchange notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the exchange notes are listed; or

(2)if the exchange notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate.

No exchange notes of $1,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of exchange notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the exchange notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of exchange notes upon cancellation of the original note. Exchange notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on exchange notes or portions of them called for redemption.

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Certain Covenants

Restricted Payments

Gardner Denver will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)declare or pay any dividend or make any other payment or distribution on account of Gardner Denver’s or any of its Restricted Subsidiaries’ Equity Interests or to the direct or indirect holders of Gardner Denver’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Gardner Denver and other than dividends or distributions payable to Gardner Denver or a Restricted Subsidiary of Gardner Denver);

(2)purchase, redeem or otherwise acquire or retire for value any Equity Interests of Gardner Denver or any direct or indirect parent of Gardner Denver;

(3)make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of Gardner Denver or any Guarantor that is contractually subordinated to the exchange notes or to any Subsidiary Guarantee (excluding any intercompany Indebtedness between or among Gardner Denver and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or

(4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(1)no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2)Gardner Denver would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” and

(3)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Gardner Denver and its Restricted Subsidiaries since the date of the indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (6), (7), (8), (9), (10), (11) and (12) of the next succeeding paragraph), is less than the sum, without duplication, of:

(a)50% of the Consolidated Net Income of Gardner Denver for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the indenture to the end of Gardner Denver’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

(b)100% of the aggregate net cash proceeds received by Gardner Denver after the date of the indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of Gardner Denver including the payment of the exercise price of options and warrants (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Gardner Denver that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of Gardner Denver); plus

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(c)to the extent that any Restricted Investment that was made after the date of the indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

(d)to the extent that any Unrestricted Subsidiary of Gardner Denver designated as such after the date of the indenture is redesignated as a Restricted Subsidiary after the date of the indenture, the lesser of (i) the Fair Market Value of Gardner Denver’s Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of the indenture; plus

(e)50% of any dividends received by Gardner Denver or a Restricted Subsidiary of Gardner Denver that is a Guarantor after the date of the indenture from an Unrestricted Subsidiary of Gardner Denver, to the extent that such dividends were not otherwise included in Consolidated Net Income of Gardner Denver for such period.

So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

(1)the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of the indenture;

(2)the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of Gardner Denver) of, Equity Interests of Gardner Denver (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to Gardner Denver; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;

(3)the defeasance, redemption, repurchase or other acquisition of Indebtedness of Gardner Denver or any Guarantor that is contractually subordinated to the exchange notes or to any Subsidiary Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

(4)the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of Gardner Denver to the holders of its Equity Interests on a pro rata basis;

(5)the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Gardner Denver or any Restricted Subsidiary of Gardner Denver held by any current or former officer, director, employee or consultant of Gardner Denver or any Restricted Subsidiary (or any permitted transferees of such persons) of Gardner Denver pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement, executive repurchase program or similar agreement or program; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $5.0 million in any twelve-month period, provided that Gardner Denver may carry forward and make in a subsequent twelve-month period, in addition to the amounts permitted for such twelve-month period, the amount of such repurchase, redemptions or other acquisitions or retirements for value permitted to have been made but not made in any preceding twelve-month period up to a maximum of $2.5 million in any twelve-month period;

(6)the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;

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(7)the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Gardner Denver or any Restricted Subsidiary of Gardner Denver issued on or after the date of the indenture in accordance with the Fixed Charge Coverage test described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock”

(8)the making of cash payments in lieu of the issuance of fractional shares in an aggregate amount not to exceed $2.5 million in any twelve-month period;

(9)the repayment of intercompany debt, the incurrence of which was permitted pursuant to the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock;”

(10)payments made in connection with the Thomas Industries Acquisition pursuant to the terms of the Merger Agreement;

(11)satisfaction of change of control obligations on subordinated obligations once Gardner Denver has fulfilled its obligations relating to a Change of Control under the indenture; and

(12)other Restricted Payments in an aggregate amount not to exceed $25.0 million since the date of the indenture.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Gardner Denver or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors whose resolution with respect thereto will be delivered to the trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $15.0 million.

Incurrence of Indebtedness and Issuance of Preferred Stock

Gardner Denver will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and Gardner Denver will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that Gardner Denver may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Restricted Subsidiaries or Gardner Denver may incur Indebtedness or issue preferred stock, if the Fixed Charge Coverage Ratio for Gardner Denver’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, as the case may be, would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1)the incurrence by Gardner Denver and any of its Restricted Subsidiaries of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Gardner Denver and its Restricted Subsidiaries thereunder) not to exceed $650.0 million less (i) the aggregate amount of all Net Proceeds of Asset Sales applied by Gardner Denver or any of its Restricted Subsidiaries since the date of the indenture to repay any term Indebtedness under a Credit Facility or to repay any revolving credit Indebtedness under a Credit Facility and effect a corresponding commitment reduction thereunder pursuant to the

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covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales” and (ii) the amount of any Indebtedness of a Receivables Subsidiary outstanding under clause (12) below;

(2)the incurrence by Gardner Denver and its Restricted Subsidiaries of the Existing Indebtedness;

(3)the incurrence by Gardner Denver and the Guarantors of Indebtedness represented by the exchange notes and the related Subsidiary Guarantees to be issued on the date of the indenture and the exchange notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement;

(4)the incurrence by Gardner Denver or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, synthetic leases or the Attributable Debt with respect to sale and leaseback transactions, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of Gardner Denver or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to extend, refinance, renew, replace, defease or refund any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of $25.0 million and 3.5% of Consolidated Tangible Assets at any time outstanding;

(5)the incurrence by Gardner Denver or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5) or (13) of this paragraph;

(6)the incurrence by Gardner Denver or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Gardner Denver and any of its Restricted Subsidiaries; provided, however, that:

(a)if Gardner Denver or any Guarantor is the obligor on such Indebtedness and the payee is not Gardner Denver or a Guarantor, such Indebtedness must be subordinated to the exchange notes, in the case of Gardner Denver, or the Subsidiary Guarantee, in the case of a Guarantor; and

(b)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Gardner Denver or a Restricted Subsidiary of Gardner Denver and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Gardner Denver or a Restricted Subsidiary of Gardner Denver, will be deemed, in each case, to constitute an incurrence of such Indebtedness by Gardner Denver or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7)the issuance by any of Gardner Denver’s Restricted Subsidiaries to Gardner Denver or to any of its Restricted Subsidiaries of shares of preferred stock; provided,however, that:

(a)any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than Gardner Denver or a Restricted Subsidiary of Gardner Denver; and

(b)any sale or other transfer of any such preferred stock to a Person that is not either Gardner Denver or a Restricted Subsidiary of Gardner Denver,

(c)will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

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(8)the incurrence by Gardner Denver or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business for bona fide hedging purposes and not for the purpose of speculation;

(9)the guarantee by Gardner Denver or any of the Guarantors of Indebtedness of Gardner Denver or a Restricted Subsidiary of Gardner Denver that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the exchange notes, then the guarantee shall be subordinated or pari passu to the same extent as the Indebtedness guaranteed;

(10)the incurrence by Gardner Denver or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds, completion guarantees or similar arrangements in the ordinary course of business;

(11)the incurrence by Gardner Denver or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days;

(12)the incurrence by any Receivables Subsidiary of Indebtedness pursuant to a Qualified Receivables Transaction;

(13)Indebtedness of a Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by Gardner Denver (other than Indebtedness incurred in contemplation of, or in connection with, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary of or was otherwise acquired by Gardner Denver); provided, however, that Indebtedness outstanding at any time under this clause (13) shall not exceed $20.0 million;

(14)Indebtedness arising from agreements of Gardner Denver or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any businesses or assets of Gardner Denver or any Restricted Subsidiary otherwise permitted in accordance with the indenture; and

(15)the incurrence by Gardner Denver or any Restricted Subsidiary of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding not to exceed $35.0 million.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (15) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Gardner Denver will be permitted to classify such item of Indebtedness on the date of its incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses or the first paragraph of this covenant, although Gardner Denver may divide and classify an item of Indebtedness in more than one of the types of Indebtedness, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant, except that Indebtedness under Credit Facilities outstanding on the date on which exchange notes are first issued and authenticated under the indenture and Indebtedness under the Credit Facility incurred on the date of the consummation of the Thomas Industries Acquisition will be deemed to have been incurred on such dates in reliance on the exception provided by clause (1) of the definition of “Permitted Debt”. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of

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Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of Gardner Denver as accrued. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that Gardner Denver or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Indebtedness outstanding as of any date will be:

(1)the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3)in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(a)	the Fair Market Value of such asset at the date of determination; and
(b)	the amount of the Indebtedness of the other Person.

No Layering of Debt

Gardner Denver will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior in right of payment to any Senior Debt of Gardner Denver and senior in right of payment to the exchange notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in right of payment to such Guarantor’s Subsidiary Guarantee. No such Indebtedness will be considered to be senior by virtue of being secured on a first or junior priority basis.

Liens

Gardner Denver will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except Permitted Liens.

Sale and Leaseback Transactions

Gardner Denver will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction unless:

(1)Gardner Denver or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption “— Liens” and

(2)the sale and leaseback transaction is made in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales.”

Dividend and Other Payment Restrictions Affecting Subsidiaries

Gardner Denver will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)pay dividends or make any other distributions on its Capital Stock to Gardner Denver or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Gardner Denver or any of its Restricted Subsidiaries;

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(2) make loans or advances to Gardner Denver or any of its Restricted Subsidiaries; or

(3)sell, lease or transfer any of its properties or assets to Gardner Denver or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(4)the Credit Agreement and related agreements and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements as of the later of the date thereof or the date of the indenture;

(5)agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of the indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the indenture;

(6) the indenture, the exchange notes and the Subsidiary Guarantees;

(7)applicable law, rule, regulation or order, regulatory approval, license, permit or similar restriction;

(8)any instrument governing Indebtedness or Capital Stock of a Person acquired by Gardner Denver or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

(9)customary non-assignment provisions in contracts, leases and licenses entered into in the ordinary course of business;

(10)purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;

(11)any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

(12)Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(13)Liens permitted to be incurred under the provisions of the covenant described above under the caption “— Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(14)provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;

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(15)encumbrances on property that exist at the time the property was acquired by Gardner Denver or any of its Restricted Subsidiaries;

(16)restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and

(17)Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary.

Merger, Consolidation or Sale of Assets

Gardner Denver may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Gardner Denver is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Gardner Denver and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1)either: (a) Gardner Denver is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Gardner Denver) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2)the Person formed by or surviving any such consolidation or merger (if other than Gardner Denver) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Gardner Denver under the exchange notes, the indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the trustee;

(3) immediately after such transaction, no Default or Event of Default exists; and

(4)Gardner Denver or the Person formed by or surviving any such consolidation or merger (if other than Gardner Denver), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock.”

In addition, Gardner Denver may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

This “Merger, Consolidation or Sale of Assets” covenant will not apply to:

(1)a merger of Gardner Denver with an Affiliate solely for the purpose of reincorporating Gardner Denver in another jurisdiction; or

(2)any merger or consolidation, or any sale, transfer, assignment, conveyance, lease or other disposition of assets between or among Gardner Denver and any Guarantor.

Transactions with Affiliates

Gardner Denver will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Gardner Denver (each, an “Affiliate Transaction”), unless:

(1)such Affiliate Transaction is on terms that are no less favorable to Gardner Denver or the relevant Restricted Subsidiary, taken as a whole, than those that would have been obtained in a

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comparable transaction by Gardner Denver or such Restricted Subsidiary with an unrelated Person; and

(2) Gardner Denver delivers to the trustee:

(a)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $7.5 million, a resolution of the Board of Directors set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

(b)with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness to Gardner Denver or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)any employment agreement, employee benefit plan, officer and director indemnification agreement, consulting agreement or any similar arrangement entered into by Gardner Denver or any of its Restricted Subsidiaries in the ordinary course of business;

(2)transactions (including a merger) between or among Gardner Denver and/or its Restricted Subsidiaries;

(3)transactions with a Person (other than an Unrestricted Subsidiary of Gardner Denver) that is an Affiliate of Gardner Denver solely because Gardner Denver owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4) payment of reasonable directors’ fees;

(5)any issuance of Equity Interests (other than Disqualified Stock) of Gardner Denver to Affiliates of Gardner Denver and the granting or performance of registration rights;

(6)Restricted Payments that do not violate the provisions of the indenture described above under the caption “— Restricted Payments”

(7)if such Affiliate Transaction is with any Person solely in its capacity as a holder of Indebtedness or Capital Stock of Gardner Denver or any of Gardner Denver’s Restricted Subsidiaries where such Person is treated no more favorably than any other holder of Indebtedness or Capital Stock of Gardner Denver or any of Gardner Denver’s Restricted Subsidiaries;

(8)transactions effected pursuant to agreements in effect on the date of the indenture and any amendment, modification, or replacement to such agreement (so long as the amendment, modification or replacement is not disadvantageous to the holders of the exchange notes in any respect);

(9)loans or advances to employees in the ordinary course of business not to exceed $2.0 million in the aggregate at any one time outstanding; and

(10)transactions between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment and between a Receivables Subsidiary and Gardner Denver or any other Restricted Subsidiary.

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Business Activities

Gardner Denver will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to Gardner Denver and its Restricted Subsidiaries taken as a whole.

Additional Subsidiary Guarantees

If Gardner Denver or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary that is a Wholly-Owned Subsidiary after the date of the indenture, then that newly acquired or created Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within 30 business days of the date on which it was acquired or created, provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Gardner Denver and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption “— Restricted Payments” or under one or more clauses of the definition of Permitted Investments, as determined by Gardner Denver. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

Payments for Consent

Gardner Denver will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of exchange notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the exchange notes unless such consideration is offered to be paid and is paid to all holders of the exchange notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

Whether or not required by the Commission’s rules and regulations, so long as any exchange notes are outstanding, Gardner Denver will file with the Commission and provide to the trustee, within the time periods specified in the Commission’s rules and regulations:

(1)all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if Gardner Denver were required to file such reports; and

(2)all current reports that would be required to be filed with the Commission on Form 8-K if Gardner Denver were required to file such reports.

All such reports will be prepared in all material respects in accordance with the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on Gardner Denver’s consolidated financial statements by Gardner Denver’s independent registered public accounting firm. In addition, Gardner Denver will file a copy of each of the reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the Commission will not accept such a filing) and will post the reports on its website within the time periods specified in the indenture.

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If Gardner Denver has designated any of its Subsidiaries as Unrestricted Subsidiaries, then Gardner Denver will provide to the Trustee, together with the quarterly and annual financial information required by the preceding paragraph, a presentation in reasonable detail of the financial condition and results of operations of Gardner Denver and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Gardner Denver.

If, at any time, Gardner Denver is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, Gardner Denver will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the Commission within the time periods specified above unless the Commission will not accept such a filing. Gardner Denver agrees that it will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept Gardner Denver’s filings for any reason, Gardner Denver will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if Gardner Denver were required to file those reports with the Commission.

In addition, Gardner Denver and the Guarantors agree that, for so long as any exchange notes remain outstanding, at any time if they are not required to file the reports required by the preceding paragraphs with the Commission, they will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

Each of the following is an Event of Default:

(1)default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the exchange notes whether or not prohibited by the subordination provisions of the indenture;

(2)default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the exchange notes, whether or not prohibited by the subordination provisions of the indenture;

(3)failure by Gardner Denver or any of its Restricted Subsidiaries to comply with the provisions described under the captions “— Repurchase at the Option of Holders — Change of Control,” or “— Certain Covenants — Merger, Consolidation or Sale of Assets”

(4)failure by Gardner Denver or any of its Restricted Subsidiaries to comply with the provisions described under the captions “— Certain Covenants — Restricted Payments” or “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” for 30 days after notice to comply with such provisions;

(5)failure by Gardner Denver or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the indenture;

(6)default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Gardner Denver or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Gardner Denver or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the indenture, if that default:

(a)is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity,

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and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;

(7)failure by Gardner Denver or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $25.0 million, which judgments are not paid, waived, satisfied, discharged or stayed for a period of 60 days;

(8)except as permitted by the indenture, any Subsidiary Guarantee of a Guarantor that is a Significant Subsidiary or a group of Guarantors that, taken as a whole, would constitute a Significant Subsidiary, shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary or a group of Guarantors that, taken as a whole, would constitute a Significant Subsidiary, or any Person acting on behalf of any Guarantor that is a Significant Subsidiary or a group of Guarantors that, taken as a whole, would constitute a Significant Subsidiary, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and

(9)certain events of bankruptcy or insolvency described in the indenture with respect to Gardner Denver or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Gardner Denver, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding exchange notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding exchange notes may declare all the exchange notes to be due and payable immediately.

Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding exchange notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the exchange notes notice of any continuing Default or Event of Default if it determines that withholding exchange notes is in their interest, except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages.

Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of exchange notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest or Liquidated Damages, if any, or when due, no holder of a note may pursue any remedy with respect to the indenture or the exchange notes unless:

(1) such holder has previously given the trustee notice that an Event of Default is continuing;

(2)holders of at least 25% in aggregate principal amount of the outstanding exchange notes have requested the trustee to pursue the remedy;

(3)such holders have offered the trustee reasonable security or indemnity satisfactory to it against any loss, liability or expense;

(4)the trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5)holders of a majority in aggregate principal amount of the outstanding exchange notes have not given the trustee a direction inconsistent with such request within such 60-day period.

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The holders of a majority in aggregate principal amount of the exchange notes then outstanding by written notice to the trustee may, on behalf of the holders of all of the exchange notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages on, or the principal of, the exchange notes.

Gardner Denver is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, Gardner Denver is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of Gardner Denver or any Subsidiary, as such, will have any liability for any obligations of Gardner Denver or the Guarantors under the exchange notes, the indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of exchange notes by accepting an exchange note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the exchange notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

Gardner Denver may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding exchange notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees (“Legal Defeasance”) except for:

(1)the rights of holders of outstanding exchange notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on such exchange notes when such payments are due from the trust referred to below;

(2)Gardner Denver’s obligations with respect to the exchange notes concerning issuing temporary exchange notes, registration of exchange notes, mutilated, destroyed, lost or stolen exchange notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3)the rights, powers, trusts, duties and immunities of the trustee, and Gardner Denver’s and the Guarantor’s obligations in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the indenture.

In addition, Gardner Denver may, at its option and at any time, elect to have the obligations of Gardner Denver and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the exchange notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “— Events of Default and Remedies” will no longer constitute an Event of Default with respect to the exchange notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)Gardner Denver must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the exchange notes, cash in U.S. dollars, non-callable Government Obligations, or a combination of cash in U.S. dollars and non-callable Government Obligations, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants to pay the principal of, or interest and premium and Liquidated Damages, if any, on the outstanding exchange notes on the stated date for payment thereof or on the

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applicable redemption date, as the case may be, and Gardner Denver must specify whether the exchange notes are being defeased to such stated date for payment or to a particular redemption date;

(2)in the case of Legal Defeasance, Gardner Denver shall have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) Gardner Denver has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding exchange notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)in the case of Covenant Defeasance, Gardner Denver shall have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding exchange notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Gardner Denver or any Guarantor is a party or by which Gardner Denver or any Guarantor is bound;

(5)such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which Gardner Denver or any of its Subsidiaries is a party or by which Gardner Denver or any of its Subsidiaries is bound;

(6)Gardner Denver must deliver to the trustee an officers’ certificate stating that the deposit was not made by Gardner Denver with the intent of preferring the holders of exchange notes over the other creditors of Gardner Denver with the intent of defeating, hindering, delaying or defrauding creditors of Gardner Denver or others; and

(7)Gardner Denver must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next three succeeding paragraphs, the indenture or the exchange notes or the Subsidiary Guarantees may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the exchange notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, exchange notes), and any existing Default or Event of Default or compliance with any provision of the indenture or the exchange notes or the Subsidiary Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding exchange notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, exchange notes).

Without the consent of each noteholder affected, an amendment or waiver may not (with respect to any exchange notes held by a non-consenting holder):

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(1)reduce the principal amount of exchange notes whose holders must consent to an amendment, supplement or waiver;

(2)reduce the principal of or change the final maturity of any note or alter the provisions with respect to the redemption of the exchange notes (other than provisions relating to the covenants described above under the caption “— Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any note;

(4)waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on the exchange notes (except a rescission of acceleration of the exchange notes by the holders of at least a majority in aggregate principal amount of the then outstanding exchange notes and a waiver of the payment default that resulted from such acceleration);

(5) make any note payable in money other than that stated in the exchange notes;

(6)make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of exchange notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the exchange notes;

(7)waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “— Repurchase at the Option of Holders”);

(8)release any Guarantor from any of its obligations under its Subsidiary Guarantee or the indenture, except in accordance with the terms of the indenture; or

(9) make any change in the preceding amendment and waiver provisions.

In addition, any amendment to, or waiver of, the provisions of the indenture relating to subordination that adversely affects the rights of the holders of the exchange notes will require the consent of the holders of at least 75% in aggregate principal amount of exchange notes then outstanding.

Notwithstanding the preceding, without the consent of any holder of exchange notes, Gardner Denver, the Guarantors and the trustee may amend or supplement the indenture, the exchange notes or the Subsidiary Guarantees:

(1) to cure any ambiguity, defect or inconsistency;

(2)to provide for uncertificated exchange notes in addition to or in place of certificated exchange notes;

(3)to provide for the assumption of Gardner Denver’s or a Guarantor’s obligations to holders of exchange notes and Subsidiary Guarantees in the case of a merger or consolidation or sale of all or substantially all of Gardner Denver’s or such Guarantor’s assets, as applicable;

(4)to make any change that would provide any additional rights or benefits to the holders of exchange notes or that does not adversely affect the legal rights under the indenture of any such holder;

(5)to comply with requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

(6)to add additional Guarantees with respect to the exchange notes or release Guarantors from Subsidiary Guarantees as provided or permitted by the terms of the indenture; or

(7)to conform the text of the indenture or the exchange notes to any provision of this Description of Exchange Notes to the extent that such provision in this Description of Exchange Notes was intended to be a verbatim recitation of a provision of the indenture, the Subsidiary Guarantees or the exchange notes.

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The consent of the holders of the exchange notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of such proposed amendment. After an amendment becomes effective, Gardner Denver is required to mail to each registered holder of the exchange notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of the exchange notes, or any defect therein, will not impair or affect the validity of the amendment.

Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect as to all exchange notes issued thereunder, when:

(1) either:

(a)all exchange notes that have been authenticated, except lost, stolen or destroyed exchange notes that have been replaced or paid and exchange notes for whose payment money has been deposited in trust and thereafter repaid to Gardner Denver, have been delivered to the trustee for cancellation; or

(b)all exchange notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and Gardner Denver or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Obligations, or a combination of cash in U.S. dollars and non-callable Government Obligations, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the exchange notes not delivered to the trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption;

(2)no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Gardner Denver or any Guarantor is a party or by which Gardner Denver or any Guarantor is bound;

(3)Gardner Denver or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and

(4)Gardner Denver has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the exchange notes at maturity or the redemption date, as the case may be.

In addition, Gardner Denver must deliver an officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the trustee becomes a creditor of Gardner Denver or any Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as trustee (if the indenture has been qualified under the Trust Indenture Act) or resign.

The holders of a majority in aggregate principal amount of the then outstanding exchange notes will have the right to direct the time, method and place of conducting any proceeding for exercising any

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remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of exchange notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Additional Information

Anyone who receives this prospectus may obtain a copy of the indenture and Registration Rights Agreement without charge by writing to Gardner Denver, Inc., 1800 Gardner Expressway, Quincy, Illinois 62305, Attention: Corporate Secretary.

Book-Entry, Delivery and Form

Except as set forth below, the exchange notes will be issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess of $1,000. Exchange notes will be issued at the closing of this offering only upon surrender of original exchange notes.

The exchange notes initially will be represented by one or more exchange notes in registered, global form without interest coupons (the “Global Exchange Notes”). The Global Exchange Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case, for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the Global Exchange Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Exchange Notes may not be exchanged for definitive exchange notes in registered certificated form (“Certificated Exchange Notes”) except in the limited circumstances described below. See “— Exchange of Global Exchange Notes for Certificated Exchange Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Exchange Notes will not be entitled to receive physical delivery of exchange notes in certificated form.

Transfers of beneficial interests in the Global Exchange Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”)), which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. Neither we nor the initial purchasers take any responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organization (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either director or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The

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ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised us that, pursuant to procedures established by it:

(1)upon deposit of the Global Exchange Notes, DTC will credit the accounts of the Participants designated by the initial purchasers with portions of the principal amount of the Global Exchange Notes; and

(2)ownership of these interests in the Global Exchange Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Exchange Notes).

Investors in the Global Exchange Notes who are Participants may hold their interests therein directly through DTC. Investors in the Global Exchange Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interestsin the Global Exchange Notes will not have exchange notes registered in their names, willnot receive physical delivery of exchange notes in certificated form and will notbe considered the registered owners or “holders” thereof under theindenture for any purpose.

Payments in respect of the principal of, and interest and premium, if any, and Liquidated Damages, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, we and the trustee will treat the persons in whose names the exchange notes, including the Global Exchange Notes, are registered as the owners of the exchange notes for the purpose of receiving payments and for all other purposes. Consequently, neither us, the trustee, the initial purchasers nor any agent of ours or the trustee has or will have any responsibility or liability for:

(1)any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Exchange Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Exchange Notes; or

(2)any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the exchange notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment or such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of exchange notes will be governed by standing instructions and customary practices and will be the

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responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the exchange notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Subject to the transfer restrictions set forth under “Notice to Investors,” transfers between the Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the exchange notes described herein, cross-market transfer between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised us that it will take any action permitted to be taken by a holder of exchange notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Exchange Notes and only in respect of such portion of the aggregate principal amount of the exchange notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the exchange notes, DTC reserves the right to exchange the Global Exchange Notes for exchange notes in certificated form, and to distribute such exchange notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Exchange Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of us, the trustee, the initial purchasers and any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Exchange Notes for Certificated Exchange Notes

A Global Note is exchangeable for Certificated Exchange Notes if:

(1)DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Exchange Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, we fail to appoint a successor depositary;

(2)we, at our option, notify the trustee in writing that we elect to cause the issuance of the Certificated Exchange Notes; or

(3)there has occurred and is continuing a Default or Event of Default with respect to the exchange notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Exchange Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In

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all cases, Certificated Exchange Notes delivered in exchange for any Global Note or beneficial interests in Global Exchange Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in “Notice to Investors,” unless that legend is not required by applicable law.

Exchange of Certificated Exchange Notes for Global Exchange Notes

Certificated Exchange Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such exchange notes. See “Notice to Investors.”

Same Day Settlement and Payment

We will make payments in respect of the exchange notes represented by the Global Exchange Notes (including principal, premium, if any, interest and Liquidated Damages, if any) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. We will make all payments of principal, interest and premium, if any, and Liquidated Damages, if any, with respect to Certificated Exchange Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Exchange Notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The exchange notes represented by the Global Exchange Notes are expected to trade in DTC’s Same-Day Funds Settlement System, and any secondary market trading activity in such exchange notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any Certificated Exchange Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Exchange Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Exchange Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Registration Rights; Liquidated Damages

The following description is a summary of the material provisions of the registration rights agreement. It does not restate that agreement in its entirety. We urge you to read the registration rights agreement in its entirety because it, and not this description, defines your registration rights as holders of the original notes and the exchange notes. See “— Additional Information.”

Pursuant to the registration rights agreement entered into by us, the Guarantors and the initial purchasers, we and the Guarantors agreed to file with the Commission this Exchange Offer Registration Statement (as defined in the registration rights agreement) on the appropriate form under the Securities Act with respect to the exchange notes.

If:

(1)	we and the Guarantors are not:
	(a)	required to file the Exchange Offer Registration Statement; or

(b)permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy; or

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(2)any holder of Transfer Restricted Securities (as defined in the registration rights agreement) notifies us prior to the 20th business day following consummation of the Exchange Offer that:

(a) it is prohibited by law or Commission policy from participating in the Exchange Offer;

(b)it may not resell the exchange notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or

(c)it is a broker-dealer and owns exchange notes acquired directly from us or an affiliate of ours,

we and the Guarantors will file with the Commission a Shelf Registration Statement (as defined in the registration rights agreement) to cover resales of the exchange notes by the holders of the exchange notes who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement.

The registration rights agreement provides that:

(1)we and the Guarantors will file an Exchange Offer Registration Statement with the Commission on or prior to the date that is 90 days after July 1, 2005;

(2)we and the Guarantors will use all reasonable best efforts to have the Exchange Offer Registration Statement declared effective no later than date that is 150 days after July 1, 2005;

(3)unless the Exchange Offer would not be permitted by applicable law or Commission policy, we and the Guarantors will:

(a) commence the Exchange Offer; and

(b)use all reasonable best efforts to issue on or prior to 30 business days, or longer, if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the Commission, exchange notes in exchange for all exchange notes tendered prior thereto in the Exchange Offer; and

(4)if obligated to file the Shelf Registration Statement, we and the Guarantors will use all reasonable best efforts to file the Shelf Registration Statement with the Commission on or prior to 45 days after such filing obligation arises and to cause the Shelf Registration Statement to be declared effective by the Commission on or prior to 105 days after such filing obligation arises; provided that in no event shall we and the Guarantors be required pursuant to this clause (4) to file the Shelf Registration Statement prior to 90 days after July 1, 2005 or to cause the Shelf Registration Statement to be declared effective by the Commission prior to 150 days after July 1, 2005. We may suspend use of the prospectus included in the Shelf Registration Statement for a period of time not to exceed 90 days in any 12 month period under certain circumstances.

If:

(1)we and the Guarantors fail to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing;

(2)any of such registration statements is not declared effective by the Commission on or prior to the date specified for such effectiveness (the “Effectiveness Target Date”);

(3)we and the Guarantors fail to consummate the Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or

(4)the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer

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Restricted Securities during the periods specified in the registration rights agreement (each such event referred to in clauses (1) through (4) above, a “RegistrationDefault”),

then we and the Guarantors will pay Liquidated Damages to each holder of Transfer Restricted Securities. With respect to the first 90-day period immediately following the occurrence of the first Registration Default, Liquidated Damages will be paid in an amount equal to a per annum rate of 0.25% on the principal amount of Transfer Restricted Securities.

The amount of the Liquidated Damages will increase by an additional per annum rate of 0.25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages for all Registration Defaults of 1.00% per annum on the principal amount of Transfer Restricted Securities.

All accrued Liquidated Damages will be paid by us and the Guarantors on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of Certificated Exchange Notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. We and the Guarantors will pay all accrued Liquidated Damages regardless of whether holders exchange their original exchange notes for exchange notes.

Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease.

Governing Law

The indenture, the exchange notes and the Subsidiary Guarantees will be governed by and construed in accordance with the internal laws of the State of New York.

Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1)Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. No Person (other than Gardner Denver or any Subsidiary of Gardner Denver) in which a Receivables Subsidiary makes an Investment in connection with a Qualified Receivables Transaction will be deemed an Affiliate of Gardner Denver or any of its Subsidiaries solely by reason of such Investment.

“Applicable Premium” means, with respect to any note on any redemption date, the greater of:

(1)	1.0% of the principal amount of the note; or
(2)	the excess of:

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(a)the present value at such redemption date of (i) the redemption price of the note at May 1, 2009 (such redemption price being set forth in the table appearing above under the caption “— Optional Redemption”), plus (ii) all required interest payments due on the note through May 1, 2009 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal the Treasury Rate as of such redemption date plus 50 basis points; over

(b) the principal amount of the note.

“Asset Sale” means:

(1)the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, conveyance or other disposition of all or substantially all of the assets of Gardner Denver and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “— Repurchase at the Option of Holders — Change of Control” and/or the provisions described above under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

(2)the issuance of Equity Interests in any of Gardner Denver’s Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1)any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $5.0 million;

(2) a sale or transfer of assets between or among Gardner Denver and its Restricted Subsidiaries;

(3)an issuance of Equity Interests by a Restricted Subsidiary of Gardner Denver to Gardner Denver or to a Restricted Subsidiary of Gardner Denver;

(4)the sale or lease of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;

(5)	the sale or other disposition of cash or Cash Equivalents;
(6)	the granting of Liens not otherwise prohibited by the indenture;

(7)surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims;

(8)a Restricted Payment that does not violate the covenant described above under the caption “— Certain Covenants — Restricted Payments” or a Permitted Investment; and

(9)the sale or transfer of accounts receivables and related assets of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Subsidiary for the Fair Market Value thereof, including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP, it being understood that, for purposes of this clause (9), Investments received in exchange for the transfer of accounts receivable and related assets will be deemed to constitute cash if the Receivables Subsidiary or other payor is required to repay such Investments as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of Gardner Denver entered into as part of a Qualified Receivables Transaction.

“Asset Sale Offer” has the meaning assigned to that term in the indenture governing the exchange notes.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the

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remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1)with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3)with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4)with respect to any other Person, the board or committee of such Person serving a similar function.

Unless the context otherwise requires, “Board of Directors” shall mean the board of directors of Gardner Denver.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock or other equivalents (however designated);

(2)In the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1) United States dollars;

(2)securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;

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(3)certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

(4)repurchase obligations with a term of not more than ten days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)commercial paper having one of the two highest ratings obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and in each case maturing within one year after the date of acquisition;

(6)marketable direct obligations issued by any State of the United States of America or any political subdivision of any such State having one of the two highest ratings obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and in each case maturing within one year after the date of acquisition; and

(7)money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition.

“Change of Control” means the occurrence of any of the following:

(1)the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Gardner Denver and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act);

(2) the adoption of a plan relating to the liquidation or dissolution of Gardner Denver;

(3)the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), directly or indirectly, becomes the Beneficial Owner of more than 50% of the Voting Stock of Gardner Denver, measured by voting power rather than number of shares; or

(4)Gardner Denver consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, Gardner Denver, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Gardner Denver or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of Gardner Denver outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).

“Change of Control Offer” has the meaning assigned to that term in the indenture governing the exchange notes.

“Commission” means the Securities and Exchange Commission.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1)an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

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(2)provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3)the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4)depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (including the effect of inventory write-ups) (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(5)non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of Gardner Denver will be added to Consolidated Net Income to compute Consolidated Cash Flow of Gardner Denver only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to Gardner Denver by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1)the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2)the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(3) the cumulative effect of a change in accounting principles will be excluded; and

(4)notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries.

“Consolidated Tangible Assets” means, with respect to Gardner Denver as of any date, the aggregate of the assets of Gardner Denver and its Restricted Subsidiaries excluding goodwill, patents, trade names, trade marks, copyrights, franchises, experimental expense, organization expense and any other assets properly classified as intangible assets in accordance with GAAP, as of such date on a consolidated basis, determined in accordance with GAAP. In the event that information relating to Consolidated Tangible Assets is not available as of any date, then the most recently available information will be utilized.

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“Credit Agreement” means the Existing Credit Agreement as such credit agreement may be amended, restated, modified, renewed, refunded, replaced, or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Credit Facilities” means, one or more debt facilities (including without limitation the Credit Agreement) or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), synthetic leases or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Senior Debt” means:

(1) any Indebtedness outstanding under the Credit Facilities; and

(2)after payment in full of all Obligations under the Credit Agreement, any other Senior Debt permitted under the indenture the principal amount of which is $25.0 million or more and that has been designated by Gardner Denver as “Designated Senior Debt.”

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the exchange notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Gardner Denver to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Gardner Denver may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “— Certain Covenants — Restricted Payments.” The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that Gardner Denver and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Domestic Subsidiary” means any Restricted Subsidiary of Gardner Denver that was formed under the laws of the United States or any state of the United States or the District of Columbia (other than a Restricted Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary of Gardner Denver).

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any public or private issuance or sale of Equity Interests (other than Disqualified Stock) of Gardner Denver.

“Existing Credit Agreement” means the second amended and restated credit agreement dated as of September 1, 2004 among Gardner Denver, the non-Domestic Subsidiaries party thereto, the institutions who are or may become party thereto (the “Lenders”) and J.P. Morgan Securities Inc., as Administrative Agent for the Lenders, providing for a revolving credit facility, a letter of credit facility and a term loan facility, including any related exchange notes, guarantees, collateral documents, instruments and agreements executed in connection therewith.

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“Existing Indebtedness” means any and all Indebtedness of Gardner Denver and its Restricted Subsidiaries (other than Indebtedness under the Credit Facilities) in existence on the date of the indenture, until such amounts are repaid.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of Gardner Denver (unless otherwise provided in the indenture); provided that no such determination shall be required to be made by the Board of Directors in respect of any transaction (or series of related transactions) which involves, in the good faith determination of an officer of Gardner Denver, less than $1.0 million.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1)acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act but also giving pro forma effect to Pro Forma Cost Savings) as if they had occurred on the first day of the four-quarter reference period;

(2)the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3)the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4)any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5)any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(6)if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of twelve months).

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“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

(2)the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)any interest accruing on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; provided that if such Person has not assumed, Guaranteed or otherwise became liable for the Indebtedness secured by such Lien, the amount of Indebtedness shall be deemed not to exceed the Fair Market Value of the assets subject to such Lien; plus

(4)the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Gardner Denver (other than Disqualified Stock) or to Gardner Denver or a Restricted Subsidiary of Gardner Denver, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis and in accordance with GAAP.

“Foreign Subsidiary” means any Restricted Subsidiary that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

“Government Obligations” means direct obligations of, or obligations guaranteed by, the United States of America for the payment of which guarantees or obligations the full faith and credit of the United States is pledged.

“Government Securities” means Cash Equivalents of the type described in clause (2) of the definition thereof with maturities of no more than one month from the date of acquisition or money market funds at least 95% of the assets of which constitute Cash Equivalents of such type.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantors” means each of:

(1)Gardner Denver’s direct and indirect Domestic Subsidiaries that are Wholly-Owned Subsidiaries, other than Immaterial Subsidiaries, existing on the date of the indenture; and

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(2)any other Subsidiary of Gardner Denver that executes a Subsidiary Guarantee in accordance with the provisions of the indenture,

and their respective successors and assigns, in each case, until the Subsidiary Guarantee of such Person has been released in accordance with the provisions of the indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1)interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3)other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Immaterial Subsidiary” means, as of any date, (i) any Restricted Subsidiary whose total assets, as of that date, are less than $100,000 and whose total revenues for the most recent twelve-month period do not exceed $100,000, provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary under this clause (i) if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of Gardner Denver; or (ii) any Restricted Subsidiary the sole assets of which are Equity Interests in Foreign Subsidiaries of Gardner Denver, provided that (x) the total liabilities (excluding tax liabilities and Indebtedness owed to Gardner Denver or any Guarantor) of such Restricted Subsidiary as of that date are less than $100,000 and (y) such Restricted Subsidiary has no operations other than the holding of such Equity Interests.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2)evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

(4)representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;

(5)representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or

(6) representing the net obligations under any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

“Initial Purchasers” means Bear, Stearns & Co. Inc., J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, Harris Nesbitt Corp., NatCity Investments, Inc., Mitsubishi Securities International plc, Piper Jaffray & Co. and Scotia Capital (USA) Inc.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans (including Guarantees or other obligations, other than advances to customers in the ordinary course of business that are recorded as accounts receivable),

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advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Gardner Denver or any Subsidiary of Gardner Denver sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of Gardner Denver such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Gardner Denver, Gardner Denver will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of Gardner Denver’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments.” The acquisition by Gardner Denver or any Subsidiary of Gardner Denver of a Person that holds an Investment in a third Person will be deemed to be an Investment by Gardner Denver or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments.” Except as otherwise provided in the indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell, give a security interest in and, except in connection with any Qualified Receivables Transaction, any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Liquidated Damages” means all liquidated damages then owing pursuant to the Registration Rights Agreement.

“Merger Agreement” means the Agreement and Plan of Merger, dated March 8, 2005, among Gardner Denver, PT Acquisition Corporation and Thomas Industries Inc.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1)any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(2)any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

“Net Proceeds” means the aggregate cash proceeds received by Gardner Denver or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than Senior Debt, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

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“Non-Recourse Debt” means Indebtedness:

(1)as to which neither Gardner Denver nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness, other than the pledge of stock of an Unrestricted Subsidiary), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2)no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the exchange notes) of Gardner Denver or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3)as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Gardner Denver or any of its Restricted Subsidiaries.

“Obligations” means any principal, interest, penalties, fees, expenses, indemnifications, reimbursements (including without limitation, reimbursement for legal fees and expenses), damages and other liabilities payable under the documentation governing any Indebtedness.

“Permitted Business” means any of the lines of business (x) conducted by Gardner Denver and its Subsidiaries on the date of the indenture and any businesses similar, related, incidental, complementary or ancillary thereto or that constitutes a reasonable extension or expansion thereof or (y) that constitutes an industrial manufacturing-related business;

“Permitted Investments” means:

(1)	any Investment in Gardner Denver or in a Restricted Subsidiary of Gardner Denver;
(2)	any Investment in Cash Equivalents;

(3)any Investment by Gardner Denver or any Restricted Subsidiary of Gardner Denver in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of Gardner Denver; or

(b)such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Gardner Denver or a Restricted Subsidiary of Gardner Denver;

(4)any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales”

(5)any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Gardner Denver;

(6)any Investments received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of Gardner Denver or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (b) litigation, arbitration or other disputes with Persons who are not Affiliates;

(7)Investments represented by Hedging Obligations entered into in the ordinary course of business for bona fide hedging purposes and not for the purpose of speculation;

(8)loans or advances to employees made in the ordinary course of business of Gardner Denver or the Restricted Subsidiary of Gardner Denver in an aggregate principal amount not to exceed $2.0 million at any one time outstanding;

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(9) repurchases of the exchange notes;

(10)receivables owing to Gardner Denver or any Restricted Subsidiary created in the ordinary course of business;

(11)payroll, travel and similar advances that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes;

(12) Investments in existence on the date of the indenture;

(13)other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding not to exceed the greater of (x) $25.0 million and (y) 3.5% of Consolidated Tangible Assets; and

(14)(i) the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by the Receivables Subsidiary to effect such Qualified Receivables Transaction and (ii) any other Investment by Gardner Denver or a Restricted Subsidiary of Gardner Denver in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction; provided that such other Investment is in the form of a note or other instrument that the Receivables Subsidiary or other Person is required to repay as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of Gardner Denver entered into as part of a Qualified Receivables Transaction.

“Permitted Junior Securities” means:

(1) Equity Interests in Gardner Denver or any Guarantor; or

(2)debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the exchange notes and the Subsidiary Guarantees are subordinated to Senior Debt under the indenture.

“Permitted Liens” means:

(1)Liens on assets of Gardner Denver or any Guarantor securing Senior Debt that was permitted by the terms of the indenture to be incurred;

(2) Liens in favor of Gardner Denver or the Guarantors;

(3)Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Gardner Denver or any Subsidiary of Gardner Denver; provided that such Liens were not created in connection with or in contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Gardner Denver or the Subsidiary;

(4)Liens on property (including Capital Stock) existing at the time of acquisition of the property by Gardner Denver or any Subsidiary of Gardner Denver; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;

(5)Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(6)Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with or financed by such Indebtedness;

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(7) Liens existing on the date of the indenture;

(8)Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(9)Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business or good faith deposits in connection with bids, tenders, contracts or leases to which Gardner Denver or any Restricted Subsidiary is a party;

(10)Liens created for the benefit of (or to secure) the original notes or the exchange notes (or the Subsidiary Guarantees);

(11)Liens to secure any Permitted Refinancing Indebtedness which is incurred to refinance any Indebtedness which has been secured by a Lien and which is permitted to be incurred under the indenture; provided, however, that:

(a)the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

(b)the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such extension, refinancing, renewal, replacement, defeasance or refunding;

(12)Liens arising out of judgments, decrees, orders or awards not giving rise to a Default in respect of which Gardner Denver shall in good faith be prosecuting on appeal or proceeding for review, which appeal or proceeding shall not have been finally terminated or if the period within such appeal or proceeding may be initiated shall not have expired;

(13)Liens securing Hedging Obligations entered into in the ordinary course of business for bona fide hedging purposes and not for the purpose of speculation;

(14)Liens on assets of Foreign Subsidiaries of Gardner Denver securing Indebtedness of Foreign Subsidiaries of Gardner Denver;

(15)Liens on assets of a Receivables Subsidiary incurred in connection with a Qualified Receivables Transaction; and

(16)Liens incurred in the ordinary course of business of Gardner Denver or any Subsidiary of Gardner Denver with respect to obligations that do not exceed $20.0 million at any one time outstanding.

“Permitted Refinancing Indebtedness” means any Indebtedness of Gardner Denver or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of Gardner Denver or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1)the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);

(2)such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted

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Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3)if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the exchange notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the exchange notes on terms at least as favorable, taken as a whole, to the holders of exchange notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(4)such Indebtedness is incurred either by Gardner Denver or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Pro Forma Cost Savings” means operating expense reductions with respect to an Investment, acquisition, disposition, merger or consolidation that have been realized or for which the steps necessary for realization have been taken or are reasonably expected to be taken within twelve months following any such transaction, including, but not limited to, the execution or termination of any contracts, reduction of costs related to administrative functions, the termination of any personnel or the closing (or approval by the Board of Directors of Gardner Denver of any closing) of any facility, as applicable; provided that any such adjustments are set forth in a certificate signed by Gardner Denver’s chief financial officer and delivered to the trustee that states (a) the amount of such adjustment or adjustments, (b) that such adjustment or adjustments are based on the reasonable good faith belief of the officer executing such certificate at the time of such execution and (c) that any related incurrence of Indebtedness is permitted pursuant to the indenture.

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by Gardner Denver or any of its Restricted Subsidiaries pursuant to which Gardner Denver or any of its Restricted Subsidiaries sells, conveys or otherwise transfers to (1) a Receivables Subsidiary (in the case of a transfer by Gardner Denver or any of its Restricted Subsidiaries) and (2) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of Gardner Denver or any of its Restricted Subsidiaries, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

“Receivables Subsidiary” means a Wholly-Owned Restricted Subsidiary of Gardner Denver which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors of Gardner Denver (as provided below) as a Receivables Subsidiary:

(1) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which:

(a)is guaranteed by Gardner Denver or any other Restricted Subsidiary of Gardner Denver (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction);

(b)is recourse to or obligates Gardner Denver or any other Restricted Subsidiary of Gardner Denver in any way other than pursuant to representations, warranties, covenants and indemnities

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entered into in the ordinary course of business in connection with a Qualified Receivables Transaction; or

(c)subjects any property or asset of Gardner Denver or any other Restricted Subsidiary of Gardner Denver (other than accounts receivable and related assets as provided in the definition of “Qualified Receivables Transaction”), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction;

(2)with which neither Gardner Denver nor any other Restricted Subsidiary of Gardner Denver has any material contract, agreement, arrangement or understanding other than on terms no less favorable to Gardner Denver or such other Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Gardner Denver, other than customary fees payable in the ordinary course of business in connection with servicing accounts receivable; and

(3)with which neither Gardner Denver nor any other Restricted Subsidiary of Gardner Denver has any obligation to maintain or preserve such Restricted Subsidiary’s financial condition or cause such Restricted Subsidiary to achieve certain levels of operating results.

Any such designation by the Board of Directors of Gardner Denver will be evidenced to the trustee by filing with the trustee a certified copy of the resolution of the Board of Directors of Gardner Denver giving effect to such designation and an officers’ certificate certifying that such designation complied with the foregoing conditions.

“Registration Rights Agreement” means the registration rights agreement dated as of May 4, 2005 among Gardner Denver, the Guarantors and the Initial Purchasers.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

“Senior Debt” means:

(1)all Indebtedness of Gardner Denver or any Guarantor outstanding under Credit Facilities and all Hedging Obligations with respect thereto;

(2)any other Indebtedness of Gardner Denver or any Guarantor permitted to be incurred under the terms of the indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the exchange notes or any Subsidiary Guarantee; and

(3) all Obligations with respect to the items listed in the preceding clauses (1) and (2).

Notwithstanding anything to the contrary in the preceding clauses (1), (2) and (3), Senior Debt will not include:

(1) any liability for federal, state, local or other taxes owed or owing by Gardner Denver;

(2)any intercompany Indebtedness of Gardner Denver or any of its Subsidiaries to Gardner Denver or any of its Affiliates;

(3)	any trade payables;
(4)	the portion of any Indebtedness that is incurred in violation of the indenture; or

(5)Indebtedness which is classified as non-recourse in accordance with GAAP or any unsecured claim arising in respect thereof by reason of the application of Section 1111(b)(1) of the Bankruptcy Code.

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“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the indenture.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of the indenture or, if later, the date of incurrence of such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

(1)any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2)any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Subsidiary Guarantee” means the Guarantee by each Guarantor of Gardner Denver’s payment obligations under the indenture and on the exchange notes, executed pursuant to the provisions of the indenture.

“Thomas Industries Acquisition” means the acquisition by Gardner Denver of Thomas Industries Inc. pursuant to the Merger Agreement.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to May 1, 2009; provided, however, that if the period from the redemption date to May 1, 2009 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

(a)“Unrestricted Subsidiary” means any Subsidiary of Gardner Denver that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a board resolution, but only to the extent that such Subsidiary:

(1)after giving effect to such designation and any repayments or amendments of Indebtedness in connection therewith, has no Indebtedness other than Non-Recourse Debt;

(2)except as permitted by the covenant described above under the caption “— Certain Covenants — Transactions with Affiliates,” is not party to any agreement, contract, arrangement or understanding with Gardner Denver or any Restricted Subsidiary of Gardner Denver unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Gardner Denver or such Restricted Subsidiary, taken as a whole, than those that might be obtained at the time from Persons who are not Affiliates of Gardner Denver;

(3)is a Person with respect to which neither Gardner Denver nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

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(4)after giving effect to such designation and any releases of guarantees in connection therewith, does not guarantee or otherwise directly or indirectly provide credit support for any Indebtedness of Gardner Denver or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of Gardner Denver as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a board resolution of the Board of Directors giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “— Certain Covenants — Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Gardner Denver as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock,” Gardner Denver will be in default of such covenant. The Board of Directors of Gardner Denver may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Gardner Denver of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Subsidiary” means a Restricted Subsidiary of Gardner Denver all the Capital Stock of which (other than directors’ qualifying shares) is owned by Gardner Denver or another Wholly-Owned Subsidiary.

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MATERIAL UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSEQUENCES

The following is a summary of the material U.S. federal income and, in the case of non-U.S. holders (as defined below), certain estate tax consequences relating to (i) the exchange of the original notes for the exchange notes pursuant to the exchange offer and (ii) the ownership and disposition of the exchange notes as of the date hereof. This summary is generally limited to holders that exchange original notes for exchange notes, held the original notes, and will hold the exchange notes, as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment), and that purchased the original notes at the “issue price” as defined in Section 1273 of the Code (which for this purpose is the first price at which a substantial amount of the notes is sold to the public for money, excluding sales to bond houses, brokers or similar persons acting in the capacity of underwriters, placement agents or wholesalers). This summary does not describe all of the U.S. federal income tax consequences that may be relevant to holders in light of their particular circumstances or to holders subject to special rules, including, without limitation, tax-exempt organizations, holders subject to the U.S. federal alternative minimum tax, dealers in securities or currencies, financial institutions, insurance companies, regulated investment companies, certain former citizens or residents of the United States, partnerships, S corporations or other pass-through entities, holders whose functional currency is not the U.S. dollar and persons that hold the exchange notes in connection with a straddle, hedging, conversion or other risk-reduction transaction.

The U.S. federal income tax consequences described below are based upon the Code, Treasury regulations promulgated thereunder, court decisions, and rulings and pronouncements of the Internal Revenue Service (the “IRS”) all as in effect on the date hereof and, all of which are subject to change, possibly on a retroactive basis. We have not sought any ruling from the IRS with respect to statements made and conclusions reached in this summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

As used herein, the term “U.S. holder” means a beneficial owner of an exchange note that is for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust, if a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have authority to control all of its substantial decisions, or if the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

As used herein, the term “non-U.S. holder” means a beneficial owner of an exchange note that is neither a U.S. holder nor a partnership or an entity treated as a partnership for U.S. federal income tax purposes.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of an exchange note, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. A beneficial owner that is a partnership and partners in such a partnership should consult their tax advisors about the U.S. federal income tax consequences of the purchase, ownership and disposition of the exchange notes.

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This summary does not address the tax consequences arising under any state, local or foreign law. Furthermore, this summary does not consider the effect of the U.S. federal estate or gift tax laws (except as set forth below with respect to certain U.S. federal estate tax consequences to non-U.S. holders).

Holders of the exchange notes should consult their own tax advisors with respect to the application of the U.S.federal income tax laws to their particular situations as well as any tax consequences arising under the U.S. federal estate or gift tax rules or under the laws of any state, local or foreign taxing jurisdiction or under any applicable tax treaty.

Exchange Offer

The exchange of the original notes for the exchange notes will not constitute a taxable exchange. Accordingly, (1) a holder will not recognize taxable gain or loss as a result of exchanging such holder’s original notes; (2) the holding period of the exchange notes will include the holding period of the original notes exchanged therefor; and (3) the adjusted tax basis of the exchange notes received will be the same as the adjusted tax basis of the original notes exchanged therefor immediately before such exchange.

U.S.Holders

Payments of interest

A U.S. holder will be required to recognize as ordinary income any interest received or accrued on the exchange notes, in accordance with the U.S. holder’s regular method of tax accounting.

Additional amounts

We believe that the likelihood that additional amounts will become payable due to a failure to register the exchange notes is remote. See “Description of Exchange Notes—Registration Rights; Liquidated Damages.” Accordingly, we intend to take the position that if such additional amounts become payable, such amounts will be taxable to a U.S. holder as ordinary income in accordance with such holder’s method of accounting for U.S. federal income tax purposes. The IRS, however, may take a different position, that could affect the timing of both a holder’s recognition of income and the availability of our deduction with respect to such additional amounts and may cause gain from the sale or other disposition of the exchange notes to be treated as ordinary income.

Sale, redemption, exchange or other taxable disposition of the exchange notes

A U.S. holder generally will recognize capital gain or loss on the sale, redemption, exchange or other taxable disposition of an exchange note. The U.S. holder’s gain or loss will equal the difference between the proceeds received by the holder (other than redemption proceeds attributable to accrued interest) and the holder’s adjusted tax basis in the exchange note. The proceeds received by a U.S. holder will include the amount of any cash and the fair market value of any other property received for the exchange note. The holder’s adjusted tax basis is generally the U.S. holder’s cost therefor. The portion of any redemption proceeds that is attributable to accrued interest will not be taken into account in computing the U.S. holder’s capital gain or loss. Instead, that portion will be recognized as ordinary interest income to the extent that the U.S. holder has not previously included the accrued interest in income. The gain or loss recognized by a U.S. holder on a disposition of the exchange note will be long-term capital gain or loss if the holder held the exchange note for more than one year. Under current U.S. federal income tax law, net long-term capital gains of non-corporate U.S. holders (including individuals) are eligible for taxation at preferential rates. The deductibility of capital losses is subject to limitations.

Backup withholding and information reporting

Generally, U.S. holders will be subject to information reporting on payments of interest on the exchange notes and the proceeds from a sale or other disposition of the exchange notes. Unless a U.S. holder is an exempt recipient such as a corporation, a backup withholding tax (currently at a rate of 28%) may apply to such payments if the U.S. holder:

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• fails to furnish a taxpayer identification number (“TIN”) within a reasonable time after a request therefor,

• furnishes an incorrect TIN,

• is notified by the IRS that it failed to report interest or dividends properly, or

• fails, under certain circumstances, to provide a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such U.S. holder is not subject to backup withholding.

Backup withholding is not an additional tax. Any amount withheld from a payment to a U.S. holder under these rules will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is furnished timely to the IRS.

Non-U.S.Holders

Payments of interest

Interest paid on an exchange note by us or our agent to a non-U.S. holder will qualify for the “portfolio interest exemption” and will not be subject to U.S. federal income tax or withholding tax, provided that such interest income is not effectively connected with a U.S. trade or business of the non-U.S. holder and provided that the non-U.S. holder:

• does not actually or by attribution own 10% or more of the combined voting power of all classes of our stock entitled to vote;

• is not a controlled foreign corporation for U.S. federal income tax purposes that is related to us actually or by attribution through stock ownership;

• is not a bank that acquired the exchange notes in consideration for an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business; and

• either (a) provides a Form W-8BEN (or a suitable substitute form) signed under penalties of perjury that includes the non-U.S. holder’s name and address and certifies as to non-United States status in compliance with applicable law and regulations, or (b) is a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and provides a statement to us or our agent under penalties of perjury in which it certifies that such a Form W-8 (or a suitable substitute form) has been received by it from the non-U.S. holder or qualifying intermediary and furnishes us or our agent with a copy. The Treasury regulations provide special certification rules for exchange notes held by a foreign partnership and other intermediaries.

If such non-U.S. holder cannot satisfy the requirements described above, payments of interest made to the non-U.S. holder will be subject to the 30% U.S. federal withholding tax unless such holder provides us with a properly executed IRS Form W-8BEN claiming an exemption from (or a reduction of) withholding under the benefit of a treaty.

If interest on an exchange note is effectively connected with a trade or business by a non-U.S. holder, the non-U.S. holder generally will not be subject to withholding if the non-U.S. holder complies with applicable IRS certification requirements (i.e., by delivering a properly executed IRS Form W-8ECI) and generally will be subject to U.S. federal income tax on a net income basis at regular graduated rates in the same manner as if the holder were a U.S. holder. If a non-U.S. holder is eligible for the benefits of an income tax treaty between the U.S. and such holder’s country of residence, any interest income that is effectively connected with a U.S. trade or business will be subject to U.S. federal income tax in the manner specified by the treaty and generally will only be subject to such tax if such income is attributable to a permanent establishment (or a fixed base in the case of an individual) maintained by the non-U.S.

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holder in the United States and the non-U.S. holder claims the benefit of the treaty by properly submitting an IRS Form W-8BEN. In the case of a non-U.S. holder that is a corporation, effectively connected income also may be subject to the additional branch profits tax, which generally is imposed on a foreign corporation on the deemed repatriation from the United States of effectively connected earnings and profits at a 30% rate (or such lower rate as may be prescribed by an applicable tax treaty).

Sale, redemption, exchange or other taxable disposition of the exchange notes

A non-U.S. holder generally will not be subject to U.S. federal income tax or withholding tax on gain realized on the sale or other disposition (including a redemption) of an exchange note unless:

• the holder is an individual who was present in the United States for 183 days or more during the taxable year of the disposition and certain other conditions are met; or

• the gain is effectively connected with the conduct of a U.S. trade or business by the non-U.S. holder and, if required by a tax treaty, the gain is attributable to a permanent establishment maintained in the United States by the non-U.S. holder.

Information Reporting and Backup Withholding

Information reporting

The payment of interest to a non-U.S. holder is generally not subject to information reporting on IRS Form 1099 if applicable certification requirements (for example, by delivering a properly executed IRS Form W-8BEN) are satisfied. The payment of proceeds from the sale or other disposition of the exchange notes by a broker to a non-U.S. holder is generally not subject to information reporting if:

• in the case where the sale or other disposition of the exchange notes is effected through the U.S. office of a broker, the beneficial owner of the exchange notes certifies the owner’s non-U.S. status under penalties of perjury (i.e., by providing a properly executed IRS Form W-8BEN), or otherwise establishes an exemption; or

• in the case where the sale or other disposition of the exchange notes is effected outside the United States by a foreign office, unless the broker is:

• a U.S. person;

• a foreign person that derives 50% or more of its gross income for certain periods from activities that are effectively connected with the conduct of a trade or business in the United States;

• a controlled foreign corporation for U.S. federal income tax purposes; or

• a foreign partnership more than 50% of the capital or profits of which is owned by one or more U.S. persons or which engages in a U.S. trade or business.

In addition to the foregoing, we must report annually to the IRS and to each non-U.S. holder on IRS Form 1042-S the entire amount of interest payment on the exchange notes. This information may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty or other agreement.

Backup withholding

Backup withholding (currently at a rate of 28%) is required only on payments that are subject to the information reporting requirements, discussed above, and only if other requirements are satisfied. Even if the payment of proceeds from the sale or other disposition of exchange notes is subject to the information reporting requirements, the payment of proceeds from a sale or other disposition outside the United States will not be subject to backup withholding unless the payor has actual knowledge that the payee is a U.S. person. Backup withholding does not apply when any other provision of the Code requires

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withholding. For example, if interest payments are subject to the withholding tax described above under “Payments of Interest,” backup withholding will not also be imposed. Thus, backup withholding may be required on payments subject to information reporting, but not otherwise subject to withholding.

Backup withholding is not an additional tax. Any amount withheld from a payment to a non-U.S. holder under these rules will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is furnished timely to the IRS.

U.S.Estate Tax

Exchange notes held, or treated as held, by an individual who is not a citizen or resident of the United States, as specifically defined for U.S. federal estate tax purposes, at the time of death will not be included in the decedent’s gross estate for U.S. federal estate tax purposes, provided that, at the time of death, the non-U.S. holder does not own, actually or by attribution, 10% or more of the total combined voting power of all classes of our stock entitled to vote, and provided that, at the time of death, payments with respect to such exchange notes would not been effectively connected with the conduct of a trade or business within the United States by such non-U.S. holder.

THE U.S. FEDERAL INCOME AND ESTATE TAX SUMMARY SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON YOUR PARTICULAR SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO YOU OF THE OWNERSHIP AND DISPOSITION OF THE EXCHANGE NOTES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.

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PLAN OF DISTRIBUTION

The exchange offer is not being made to, nor will we accept surrenders of original notes for exchange from, holders of original notes in any jurisdiction in which the exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

The distribution of this prospectus and the offer and sale of the exchange notes may be restricted by law in certain jurisdictions. Persons who come into possession of this prospectus or any of the exchange notes must inform themselves about and observe any such restrictions. You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the exchange notes or possess or distribute this prospectus and, in connection with any purchase, offer or sale by you of the exchange notes, must obtain any consent, approval or permission required under the laws and regulations in force in any jurisdiction to which you are subject or in which you make such purchase, offer or sale.

In reliance on interpretations of the staff of the SEC set forth in no-action letters issued to third parties in similar transactions, we believe that the exchange notes issued in the exchange offer in exchange for the original notes may be offered for resale, resold and otherwise transferred by holders without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the exchange notes are acquired in the ordinary course of such holders’ business and the holders are not engaged in and do not intend to engage in and have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of exchange notes. This position does not apply to any holder that is:

• an “affiliate” of Gardner Denver within the meaning of Rule 405 under the Securities Act; or

• a broker-dealer.

All broker-dealers receiving exchange notes in the exchange offer are subject to a prospectus delivery requirement with respect to resales of the exchange notes. Each broker-dealer receiving exchange notes for its own account in the exchange offer must represent that the original notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of the exchange notes pursuant to the exchange offer. However, by so acknowledging and by delivering a prospectus, the participating broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. We have agreed that, for a period ending upon the earlier of (i) 180 days after the date of this prospectus or (ii) the date broker-dealers are no longer required to deliver a prospectus in connection with resales, subject to extension under limited circumstances, we will use all commercially reasonable efforts to keep the exchange offer registration statement effective and make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with such resales. To date, the SEC has taken the position that broker-dealers may use a prospectus such as this one to fulfill their prospectus delivery requirements with respect to resales of exchange notes received in an exchange such as the exchange pursuant to the exchange offer, if the original notes for which the exchange notes were received in the exchange were acquired for their own accounts as a result of market-making or other trading activities.

We will not receive any proceeds from any sale of the exchange notes by broker-dealers. Broker-dealers acquiring exchange notes for their own accounts may sell the notes in one or more transactions in the over-the-counter market, in negotiated transactions, through writing options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of such exchange notes.

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Any broker-dealer that held original notes acquired for its own account as a result of market-making activities or other trading activities, that received exchange notes in the exchange offer, and that participates in a distribution of exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. Any profit on these resales of exchange notes and any commissions or concessions received by a broker-dealer in connection with these resales may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to our participation in the exchange offer, including the reasonable fees and expenses of one counsel for the holders of original notes and the initial purchasers, other than commissions or concessions of any broker-dealers and will indemnify holders of the original notes, including any broker-dealers, against specified types of liabilities, including liabilities under the Securities Act. We note, however, that in the opinion of the SEC, indemnification against liabilities under federal securities laws is against public policy and may be unenforceable.

LEGAL MATTERS

The validity of the notes offered hereby will be passed upon for us by Bryan Cave LLP, St. Louis, Missouri.

EXPERTS

The consolidated financial statements of Gardner Denver, Inc. as of December 31, 2004 and 2003, and for each of the years in the three-year period ended December 31, 2004 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2004, contains an explanatory paragraph that states that Gardner Denver, Inc. acquired Nash Elmo on September 1, 2004, and management excluded from its assessment of the effectiveness of the Gardner Denver, Inc.’s internal control over financial reporting as of December 31, 2004, Nash Elmo’s internal control over financial reporting. Total assets related to Nash Elmo as of December 31, 2004 of $331 million and revenues for the four-month period subsequent to the acquisition (September 1 - December 31, 2004) of $84 million were included in the consolidated financial statements of Gardner Denver, Inc. and subsidiaries as of and for the year ended December 31, 2004. The audit of internal control over financial reporting of Gardner Denver, Inc. also excluded an evaluation of the internal control over financial reporting of Nash Elmo.

The consolidated financial statements of Thomas Industries Inc. as of December 31, 2004 and 2003, and for each of the years in the three-year period ended December 31, 2004, have been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in their report, and are incorporated in this prospectus by reference from our Current Report on Form 8-K filed on July 1, 2005, as amended September 19, 2005.

INTERIM AND PRO FORMA FINANCIAL STATEMENTS

The consolidated financial statements of Gardner Denver, Inc. as of June 30, 2005 and June 30, 2004 and for each of the six month periods ended June 30, 2005 and 2004 are incorporated in this prospectus by reference from our Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2005. The consolidated financial statements of Thomas Industries Inc. as of June 30, 2005 and 2004, and for each of

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the six month periods ended June 30, 2005 and 2004 are incorporated in this prospectus by reference from our Current Report on Form 8-K filed on July 1, 2005, as amended September 19, 2005.

Our pro forma consolidated financial statements, giving effect to the Thomas Industries acquisition, as of December 31, 2004, and for the year ended December 31, 2004, and as of June 30, 2005, and for the six month period ended June 30, 2005 are incorporated in this prospectus by reference from our Current Report on Form 8-K filed on July 1, 2005, as amended September 19, 2005.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings can be read and copied at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are also available over the Internet at the SEC’s website at http://www.sec.gov. You may obtain a copy of any of these documents at no cost by writing or telephoning us at the following address:

Gardner Denver, Inc.

1800 Gardner Expressway

Quincy, Illinois 62305

Attention: Investor Relations

Phone: (217) 222-5400

www.gardnerdenver.com

(All website addresses given in this document are for information only and are not intended

to be an active link or to incorporate any website information into this document.)

Please note that copies of the documents provided to you will not include exhibits, unless the exhibits are specifically incorporated by reference into the documents or this document.

In order to receive timely delivery of requested documents in advance of the expiration date, you should make your request no later than [ ], 2005.

Our common stock is listed and traded on the New York Stock Exchange under the trading symbol “GDI.” Our reports, proxy statements and other information can also be read at the offices of the NYSE, 20 Broad Street, New York, New York 10005.

We have agreed that, whether or not we are required to do so by the rules and regulations of the SEC, for so long as any of the notes remain outstanding, we will file with the SEC (unless the SEC will not accept such a filing) all quarterly and annual reports that would be required to be filed with the SEC Forms 10-Q and 10-K, if we were required to file such reports.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Indemnification of Directors and Officers of the Issuer

The Delaware General Corporation Law permits the indemnification by a Delaware corporation of its directors, officers, employees and other agents against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than derivative actions which are by or in the right of the corporation) if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with defense or settlement of such an action and requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation.

Our certificate of incorporation provides that each person who was or is made a party to, or is involved in, any action, suit or proceeding by reason of the fact that he or she is or was our director or officer (or was serving at our request as a director or officer for another entity) while serving in such capacity will be indemnified and held harmless by us to the full extent authorized or permitted by Delaware law. The certificate of incorporation also provides that no director will be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty by such a director as a director to the full extent authorized or permitted by Delaware law. A director, however, will be liable to the extent provided by applicable law for:

1. any breach of the directors’ duty of loyalty to us or our stockholders;

2. acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

3. violations of Section 174 of the Delaware General Corporation Law; or

4. any transaction from which the director derived an improper personal benefit.

We have indemnification agreements with each of our directors and executive officers providing specific procedures to better assure the right of such persons to indemnification, including procedures for submitting claims, for determining such person’s entitlement to indemnification (including the allocation of the burden of proof and selection of a reviewing party) and for enforcing such indemnification rights.

We maintain insurance for each of our directors and officers covering certain expenses, liabilities or losses he or she may incur that arise by reason of being a director or officer of the Company or a subsidiary company, whether or not we would have the power to indemnify such person against such expenses, liability or loss under Delaware Law.

Indemnification of Directors and Officers of Guarantors

The following summaries are qualified in their entirety by reference to the complete text of any statutes referred to below and the certificate of incorporation and the bylaws or similar organizational documents of the applicable guarantor of the exchange notes.

Delaware Corporate Guarantors

Belliss & Morcom (USA) Inc. (“Belliss & Morcom”), Gardner Denver Holdings Inc. (“Gardner Denver Holdings”), Hoffman Air Filtration Licensco Inc. (“Hoffman”), Thomas Industries Inc. (“Thomas Industries”), Thomas-Oberdorfer Pumps, Inc. (“Thomas-Oberdorfer”), Welch Vacuum Technology, Inc.

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(“Welch”), Rietschle Thomas Sheboygan, Inc. (“RT Sheboygan”) and Rietschle Thomas Monroe , Inc. (“RT Monroe”) are each a Delaware corporation. The bylaws of Belliss & Morcom and Gardner Denver Holdings provides that each person who was or is made a party to, or is involved in, any action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the company (or was serving at the company’s request as a director or officer for another entity) while serving in such capacity will be indemnified and held harmless by the company to the full extent authorized or permitted by Delaware law. Hoffman’s bylaws provide for indemnification of its officers, directors, employees and agents to the extent permitted by Delaware law.

Gardner Denver Holdings’ bylaws further provide for indemnification for any person made, or threatened to be made, a party to a shareholders’ derivative action, by reason of that fact that he or she is or was a director or officer of the company (or was serving at the company’s request as a director or officer for another entity) for expenses reasonably incurred in connection with the defense or settlement of the suit or action if he or she acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the company except that in such case no indemnification shall be made for a threatened action, or a pending action which is settled or otherwise disposed of, or any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent the court finds that such person is fairly and reasonably entitled to such indemnification.

Thomas Industries Bylaws provide for indemnification for any person who is or was a director or officer of the corporation, or who is or has served at the request of the corporation as a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted by Delaware law.

Belliss & Morcom’s, Gardner Denver Holdings’ and Thomas Industries’ bylaws provide that the indemnification provided shall not be exclusive of any other rights to which any person seeking indemnification may be entitled. Further, Gardner Denver Holdings’ bylaws provide for the purchase and maintenance of insurance on behalf of any director, officer, employee or agent of the corporation, Thomas Industries’ bylaws provide for the purchase of insurance if authorized by the board of directors. The bylaws of Belliss & Morcom limit the amount of indemnity to an amount fixed by the Board of Directors.

The bylaws of Thomas-Oberdorfer, Welch, RT Sheboygan and RT Monroe provide the corporation the power to indemnify to the full extent authorized by law any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee or agent of the corporation or any predecessor of the corporation or serves or served any other enterprise as a director, officer or employee at the request of the corporation or any predecessor of the corporation.

Kentucky Corporate Guarantor

Air Relief, Inc. (“Air Relief”) is a Kentucky corporation. Section 271B.8-510 of the Kentucky Revised Statutes authorize a corporation to indemnify an individual made a party to a proceeding because such person is or was a director against liability incurred in the proceeding if such director acted in good faith and reasonably believed that his or her conduct was in the best interests of the corporation, or in the case of service to another entity, not opposed to the best interests of the corporation and in criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful. The Kentucky Revised Statues preclude indemnification in connection with a proceeding by or in the right of the corporation in which the director or officer was adjudged to be liable to the corporation or in connection with any other proceeding charging improper personal benefit to him or her, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. Any director, officer, employee or agent who has been successful, on the merits or otherwise, in the defense of a civil or criminal proceeding as described above in this paragraph, shall be entitled to indemnification under Kentucky law.

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The Bylaws of Air Relief provide that the corporation shall indemnify each of its directors and officers who was or is a party or is threatened to be made a party to any threatened, pending or completed civil, criminal or administration action, suit, or proceeding, by reason of being a director or officer of the corporation or serving any other entity in any capacity (at the request of the corporation) against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, in connection therewith, if such director or officer acted in good faith, for a purpose he or she reasonably believed to be in, or, in the case of service to any other entity, not opposed to, the best interests of the corporation and, in criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful.

Any indemnification shall be made by the corporation as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the preceding paragraph.

Kentucky Limited Liability Company Guarantor

Gardner Denver Drum, LLC (“GD Drum”) is a Kentucky limited liability company. Section 275 of the Kentucky Revised Statutes provide that a written operating agreement may eliminate or limit the personal liability of a member or manager for breach of any duty including actions taken or failure to act on behalf of the limited liability company unless the act or omission constitutes wanton or reckless misconduct. The Statutes also provide that an operating agreement may provide for indemnification of a member or manager for judgments, settlements, penalties, fines or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.

The operating agreement of GD Drum does not provide for indemnification of its officers or managers, nor does it limit or eliminate personal liability of a member or manager for breach of any duties.

Texas Corporate Guarantors

Allen-Stuart Equipment Company, Inc. (“Allen-Stuart”), Gardner Denver Water Jetting Systems, Inc. (“Water Jetting Systems”) and Emco Wheaton USA, Inc. (“Emco Wheaton”) are each a Texas corporation. Section 2.02-1 of the Texas Business Corporation Act provides that a corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director only if the director, officer, employee or agent acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. The Business Corporation Act precludes indemnification where the person was adjudged liable on the basis that personal benefit was improperly received by him or her or the person is found liable to the corporation. The Business Corporation Act also provides that a corporation shall indemnify a director against reasonable expenses incurred by him or her in connection with a proceeding in which he or she is named a defendant or respondent because he or she is or was a director if he or she has been wholly successful, on the merits or otherwise, in the defense of the proceeding.

The bylaws of Allen Stuart indemnify any former or current director, officer, agent or employee, or any person serving any other entity in any capacity (at the request of the corporation) to the full extent permitted under the law. The bylaws also provide that its provisions relating to indemnification shall not be exclusive of any other right to which a director or officer may be entitled by law, bylaw, agreement, shareholders vote or otherwise.

Water Jetting Systems’ bylaws permit indemnification of any former or current director or former or current director or officer serving any other entity in any capacity (at the request of the corporation) against expenses actually and necessarily incurred in connection with the defense of any civil or criminal action, suit or proceeding, in which such person is made a party by reason of being or having been a director or officer of the corporation except where the person is adjudged to be liable for negligence or

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misconduct in performance of duty. The bylaws further provide for the purchase and maintenance of insurance on behalf of any director, officer, employee or agent of the corporation.

The bylaws of Emco Wheaton do not provide for indemnification for its officers or directors.

Delaware Limited Liability Company Guarantors

Gardner Denver Nash LLC (“GD Nash”) and Tupelo Holdings LLC (“Tupelo”) are each a Delaware limited liability company. Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to specified standards and restrictions, if any, as are set forth in the limited liability company agreement, a limited liability company shall have the power to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The amended and restated limited liability company agreement of Tupelo Holdings does not provide for indemnification of officers or directors. The limited liability company agreement of GD Nash also does not provide for indemnification of officers or directors.

New York Corporate Guarantor

Lamson Corporation (“Lamson”) is a New York corporation. New York law authorizes a corporation to indemnify any person made, or threatened to be made, a party to any action or proceeding, civil or criminal, other than a shareholders’ derivative action, by reason of being a director or officer of the corporation or serving any other entity in any capacity (at the request of the corporation), against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, in connection therewith, if such director or officer acted in good faith, for a purpose he or she reasonably believed to be in, or, in the case of service to any other entity, not opposed to, the best interests of the corporation and, in criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful. A corporation may indemnify any person made, or threatened to be made, a party to a shareholders’ derivative action, in the circumstances and to the extent described in the preceding sentence, except that in such case no indemnification shall be made for a threatened action, or a pending action which is settled or otherwise disposed of, or any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent the court finds that such person is fairly and reasonably entitled to such indemnification. Any person who has been successful, on the merits or otherwise, in the defense of a civil or criminal proceeding as described above in this paragraph, shall be entitled to indemnification under New York law.

New York law provides that its statutory provisions relating to indemnification shall not be exclusive of any other indemnification to which a director or officer may be entitled by reason of the certificate of incorporation, bylaws, or, if authorized by the certificate or bylaws, by reason of a resolution of the stockholders or the directors as of an agreement with the corporation, provided that no indemnification may be made to or on behalf of an officer or director if a final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action adjudicated, or that such officer or director personally gained a financial profit or other advantage to which he or she was not legally entitled.

Lamson’s certificate of incorporation provides that it shall indemnify any present or former director or officer, and may indemnify any of its employees or agents, or those of any other entity, if requested by Lamson to serve as such, made or threatened to be made a party to any civil or criminal action or proceeding as a result of such service, to the maximum extent permitted by law. To the extent that such employee or agent has been successful in the defense of a civil or criminal proceeding arising out of such service, such employee or agent shall be entitled to such indemnification. The certificate of incorporation also provides that such indemnification is not exclusive of any other indemnification to which such director, officer, employee or agent might be entitled, and authorizes Lamson to enter into agreements with any such director, officer, employee or agent, providing such rights of indemnification as the board of directors deems appropriate, provided that any such agreement shall not provide for indemnification of

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such a director or officer if a judgment or other final adjudication adverse to such director or officer establishes that his or her acts were committed in bad faith or were the result of intentional misconduct or a knowing violation of the law, or that he or she personally gained a financial profit or other advantage to which such director or officer was not legally entitled. The certificate of incorporation provides for the purchase and maintenance of insurance to indemnify any such director, officer, employee or agent, to the maximum extent allowed by law, whether or not Lamson would otherwise have the power to indemnify such person.

Oklahoma Corporate Guarantor

TCM Investments, Inc. (“TCM”) is an Oklahoma corporation. The Oklahoma General Corporation Act provides that a corporation may indemnify any personmade, or threatened to be made, a party to any action or proceeding, civil or criminal, other than a shareholders’ derivative action, by reason of being a director, officer, employee or agent of the corporation or serving any other entity in any capacity (at the request of the corporation), against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, in connection therewith, if such director or officer acted in good faith, for a purpose such person reasonably believed to be in or not opposed to the best interests of the corporation and, in criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful. The General Corporation Act also provides a corporation may indemnify any person made, or threatened to be made, a party to a shareholders’ derivative action, in the circumstances and to the extent described in the preceding sentence, except that in such case no indemnification shall be made for any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent the court finds that such person is fairly and reasonably entitled to such indemnification. Any person who has been successful, on the merits or otherwise, in the defense of a civil or criminal proceeding as described above in this paragraph, shall be entitled to indemnification under Oklahoma law.

Oklahoma law provides that its statutory provisions relating to indemnification shall not be exclusive of any other indemnification to which a director or officer may be entitled under any bylaw, agreement, or by reason of a resolution of the stockholders or disinterested directors.

The bylaws of TCM provide for indemnification of any person who was or is a part or is made, or threatened to be made, a party to any action or proceeding, civil or criminal, other than a shareholders’ derivative action, by reason of being a director or officer of the corporation or serving any other entity in any capacity (at the request of the corporation), against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, in connection therewith, if such director or officer acted in good faith, and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, in criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful.

The bylaws further provide that TCM may indemnify any person made, or threatened to be made, a party to a shareholders’ derivative action, in the circumstances and to the extent described in the preceding paragraph, except that in such case no indemnification shall be made for any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent the court finds that such person is fairly and reasonably entitled to such indemnification. Any person who has been successful, on the merits or otherwise, in the defense of a civil or criminal proceeding as described above in this paragraph, shall be entitled to indemnification pursuant to the bylaws. Any indemnification shall be made by the corporation as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth above.

The indemnification provided in the bylaws shall not be exclusive of any other indemnification to which a person seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Further, TCM bylaws provide for the purchase and maintenance of

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insurance on behalf of any former or current director, officer, employee or agent of the corporation or any person serving any other entity in any capacity at the request of the corporation, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liability as determined above.

Nevada Corporate Guarantor

Thomas Imports, Inc. (“Thomas Imports”) and Blue Grass Holdings, Inc. (“Blue Grass”) are each a Nevada corporation. The General Corporation Law of Nevada provides that  a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Nevada law also permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.

Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

Neither Thomas Imports’ nor Blue Grass’ articles of incorporation or bylaws indicate the companies indemnify their directors or officers.

Maryland Corporate Guarantor

Rietschle Thomas Hanover, Inc. (“RT Hanover”) is a Maryland corporation. Section 2-418 of the Maryland General Corporation Law permits the indemnification by a Maryland Corporation of its directors, officers, employees and other agents against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement and in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than derivative actions which are by or in the right of the corporation) if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. Any person who has been

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successful, on the merits or otherwise, in the defense of a civil or criminal proceeding as described above, shall be entitled to indemnification under Maryland law.

Maryland law provides that its statutory provisions relating to indemnification shall not be exclusive of any other indemnification to which a director may be entitled by reason of the certificate of incorporation, bylaws, or, if authorized by the certificate or bylaws, by reason of a resolution of the stockholders or the directors as of an agreement with the corporation, provided that no indemnification may be made to or on behalf of a director if the director personally gained improper personal benefit to which he or she was not legally entitled.

The articles of incorporation of RT Hanover permit the corporation to indemnify all persons to the fullest extent under Maryland General Corporation Law but do not require the purchase or maintenance of insurance on behalf of such persons.

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Item 21. Exhibits.

(a) See Exhibit Index which is incorporated by reference herein.

Item 22. Undertakings.

The following undertakings are made by each of the undersigned registrants:

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an

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employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Adams, State of Illinois, on September 19, 2005.

GARDNER DENVER, INC.
By:	/s/ Helen W. Cornell
	Helen W. Cornell Vice President, Finance and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Helen W. Cornell, Tracy D. Pagliara and Michael A. Sommer, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to sign any amendments (including post-effective amendments) and supplements to this registration statement (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933), and to file such amendments and any related documents with the Securities and Exchange Commission, and ratifies and confirms the actions that any such attorney-in-fact and agents, or their substitutes, may lawfully do or cause to be done under this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated:

Signatures	Title	Date
/s/ Ross J. Centanni	Chairman, President and Chief Executive Officer (Principal Executive Officer ) and Director	September 19, 2005
Ross J. Centanni
/s/ Helen W. Cornell	Vice President, Finance and CFO (Principal Financial Officer and Principal Accounting Officer)	September 19, 2005
Helen W. Cornell
/s/ Donald G. Barger, Jr.	Director	September 19, 2005
Donald G. Barger, Jr.

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/s/ Frank J. Hansen	Director	September 19, 2005
Frank J. Hansen
/s/ Raymond R. Hipp	Director	September 19, 2005
Raymond R. Hipp
/s/ Thomas M. McKenna	Director	September 19, 2005
Thomas M. McKenna
/s/ David D. Petratis	Director	September 19, 2005
David D. Petratis
/s/ Diane K. Schumacher	Director	September 19, 2005
Diane K. Schumacher
/s/ Richard L. Thompson	Director	September 19, 2005
Richard L. Thompson

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Adams, State of Illinois, on September 19, 2005.

Air-Relief, Inc.
By:	/s/ Helen W. Cornell
	Helen W. Cornell Vice President, Finance

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Helen W. Cornell, Tracy D. Pagliara and Michael A. Sommer, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to sign any amendments (including post-effective amendments) and supplements to this registration statement (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933), and to file such amendments and any related documents with the Securities and Exchange Commission, and ratifies and confirms the actions that any such attorney-in-fact and agents, or their substitutes, may lawfully do or cause to be done under this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated:

Signatures	Title	Date
/s/ Helen W. Cornell	Vice President, Finance and Director	September 19, 2005
Helen W. Cornell
/s/ Tracy D. Pagliara	Vice President, Secretary, Treasurer and Director	September 19, 2005
Tracy D. Pagliara
/s/ J. Dennis Shull	President	September 19, 2005
J. Dennis Shull

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Adams, State of Illinois, on September 19, 2005.

Allen-Stuart Equipment Company, Inc.
By:	/s/ Helen W. Cornell
	Helen W. Cornell Chairperson

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Helen W. Cornell, Tracy D. Pagliara and Michael A. Sommer, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to sign any amendments (including post-effective amendments) and supplements to this registration statement (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933), and to file such amendments and any related documents with the Securities and Exchange Commission, and ratifies and confirms the actions that any such attorney-in-fact and agents, or their substitutes, may lawfully do or cause to be done under this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated:

Signatures	Title	Date
/s/ Michael S. Carney	President	September 19, 2005
Michael S. Carney
/s/ Helen W. Cornell	Chairperson and Director	September 19, 2005
Helen W. Cornell
/s/ Tracy D. Pagliara	Vice President, Secretary, Treasurer and Director	September 19, 2005
Tracy D. Pagliara

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Adams, State of Illinois, on September _____, 2005.

Belliss & Morcom (USA) Inc.
By:	/s/ Helen W. Cornell
	Helen W. Cornell Chairman

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Helen W. Cornell, Tracy D. Pagliara and Michael A. Sommer, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to sign any amendments (including post-effective amendments) and supplements to this registration statement (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933), and to file such amendments and any related documents with the Securities and Exchange Commission, and ratifies and confirms the actions that any such attorney-in-fact and agents, or their substitutes, may lawfully do or cause to be done under this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated:

Signatures	Title	Date
/s/ J. Dennis Shull	President	September 19, 2005
J. Dennis Shull
/s/ Helen W. Cornell	Chairman and Director	September 19, 2005
Helen W. Cornell
/s/ Tracy D. Pagliara	Vice President, Secretary, Treasurer and Director	September 19, 2005
Tracy D. Pagliara

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Adams, State of Illinois, on September 19, 2005.

Emco Wheaton USA, Inc. Gardner Denver Drum, LLC
By:	/s/ Helen W. Cornell
	Helen W. Cornell Vice President, Finance

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Helen W. Cornell, Tracy D. Pagliara and Michael A. Sommer, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to sign any amendments (including post-effective amendments) and supplements to this registration statement (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933), and to file such amendments and any related documents with the Securities and Exchange Commission, and ratifies and confirms the actions that any such attorney-in-fact and agents, or their substitutes, may lawfully do or cause to be done under this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated:

Signatures	Title	Date
/s/ Michael S. Carney	Chairman and President	September 19, 2005
Michael S. Carney
/s/ Helen W. Cornell	Vice President, Finance and Director	September 19, 2005
Helen W. Cornell
/s/ Tracy D. Pagliara	Vice President, Secretary, Treasurer and Director	September 19, 2005
Tracy D. Pagliara

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Adams, State of Illinois, on September 19, 2005.

Gardner Denver Holdings Inc.
By:	/s/ Helen W. Cornell
	Helen W. Cornell Vice President, Finance

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Helen W. Cornell, Tracy D. Pagliara and Michael A. Sommer, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to sign any amendments (including post-effective amendments) and supplements to this registration statement (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933), and to file such amendments and any related documents with the Securities and Exchange Commission, and ratifies and confirms the actions that any such attorney-in-fact and agents, or their substitutes, may lawfully do or cause to be done under this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated:

Signatures	Title	Date
/s/ Ross J. Centanni	Chairman and President	September 19, 2005
Ross J. Centanni
/s/ Helen W. Cornell	Vice President, Finance and Director	September 19, 2005
Helen W. Cornell
/s/ Tracy D. Pagliara	Vice President, Secretary, Treasurer and Director	September 19_, 2005
Tracy D. Pagliara

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Adams, State of Illinois, on September 19, 2005.

Gardner Denver Nash LLC
By:	/s/ Helen W. Cornell
	Helen W. Cornell Vice President, Finance

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Helen W. Cornell, Tracy D. Pagliara and Michael A. Sommer, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to sign any amendments (including post-effective amendments) and supplements to this registration statement (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933), and to file such amendments and any related documents with the Securities and Exchange Commission, and ratifies and confirms the actions that any such attorney-in-fact and agents, or their substitutes, may lawfully do or cause to be done under this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated:

Signatures	Title	Date
/s/ Ross J. Centanni	President and Chief Executive Officer	September 19, 2005
Ross J. Centanni
/s/ Helen W. Cornell	Vice President, Finance	September 19, 2005
Helen W. Cornell

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Adams, State of Illinois, on September 19, 2005.

Gardner Denver Water Jetting Systems, Inc.
By:	/s/ Helen W. Cornell
	Helen W. Cornell Chairman

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Helen W. Cornell, Tracy D. Pagliara and Michael A. Sommer, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to sign any amendments (including post-effective amendments) and supplements to this registration statement (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933), and to file such amendments and any related documents with the Securities and Exchange Commission, and ratifies and confirms the actions that any such attorney-in-fact and agents, or their substitutes, may lawfully do or cause to be done under this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated:

Signatures	Title	Date
/s/ J. Dennis Shull	President	September 19, 2005
J. Dennis Shull
/s/ Helen W. Cornell	Chairman and Director	September 19, 2005
Helen W. Cornell
/s/ Tracy D. Pagliara	Vice President, Secretary, Treasurer and Director	September 19, 2005
Tracy D. Pagliara

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Adams, State of Illinois, on September 19, 2005.

Hoffman Air Filtration Licensco Inc.
By:	/s/ Helen W. Cornell
	Helen W. Cornell Chairman and President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Helen W. Cornell, Tracy D. Pagliara and Michael A. Sommer, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to sign any amendments (including post-effective amendments) and supplements to this registration statement (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933), and to file such amendments and any related documents with the Securities and Exchange Commission, and ratifies and confirms the actions that any such attorney-in-fact and agents, or their substitutes, may lawfully do or cause to be done under this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated:

Signatures	Title	Date
/s/ Helen W. Cornell	Chairman, President and Director	September 19, 2005
Helen W. Cornell
/s/ Tracy D. Pagliara	Vice President, Secretary, Treasurer and Director	September 19, 2005
Tracy D. Pagliara

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Adams, State of Illinois, on September 19, 2005.

Lamson Corporation
By:	/s/ Helen W. Cornell
	Helen W. Cornell Vice President, Finance

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Helen W. Cornell, Tracy D. Pagliara and Michael A. Sommer, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to sign any amendments (including post-effective amendments) and supplements to this registration statement (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933), and to file such amendments and any related documents with the Securities and Exchange Commission, and ratifies and confirms the actions that any such attorney-in-fact and agents, or their substitutes, may lawfully do or cause to be done under this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated:

Signatures	Title	Date
/s/ Ross J. Centanni	Chairman and President	September 19, 2005
Ross J. Centanni
/s/ Helen W. Cornell	Vice President, Finance and Director	September 19, 2005
Helen W. Cornell
/s/ Tracy D. Pagliara	Vice President, Secretary, Treasurer and Director	September 19, 2005
Tracy D. Pagliara

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Adams, State of Illinois, on September 19, 2005.

TCM Investments, Inc.
By:	/s/ Helen W. Cornell
	Helen W. Cornell President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Helen W. Cornell, Tracy D. Pagliara and Michael A. Sommer, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to sign any amendments (including post-effective amendments) and supplements to this registration statement (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933), and to file such amendments and any related documents with the Securities and Exchange Commission, and ratifies and confirms the actions that any such attorney-in-fact and agents, or their substitutes, may lawfully do or cause to be done under this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated:

Signatures	Title	Date
/s/ Helen W. Cornell	President and Director	September 19, 2005
Helen W. Cornell
/s/ Tracy D. Pagliara	Vice President, Treasurer, Secretary and Director	September 19, 2005
Tracy D. Pagliara

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Adams, State of Illinois, on September 19, 2005.

Blue grass holdings, inc. Rietschle Thomas Hanover, Inc. Rietschle Thomas Monroe, Inc. Rietschle Thomas Sheboygan, Inc. Thomas Imports, Inc. Thomas Industries Inc. Thomas-Oberdorfer Pumps, Inc. Tupelo Holdings LLC Welch Vacuum Technology, Inc.
By:	/s/ Tracy D. Pagliara
	Tracy D. Pagliara Vice President and Secretary

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Helen W. Cornell, Tracy D. Pagliara and Michael A. Sommer, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution, to sign any amendments (including post-effective amendments) and supplements to this registration statement (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933), and to file such amendments and any related documents with the Securities and Exchange Commission, and ratifies and confirms the actions that any such attorney-in-fact and agents, or their substitutes, may lawfully do or cause to be done under this power of attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated:

Signatures	Title	Date
/s/ Helen W. Cornell	President and Director	September 19, 2005
Helen W. Cornell
/s/ Tracy D. Pagliara	Vice President, Secretary and Director	September 19, 2005
Tracy D. Pagliara

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INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
3.1	Certificate of Incorporation of Gardner Denver, Inc., as amended on May 5, 1998, filed as Exhibit 3.1 to Gardner Denver, Inc.’s Quarterly Report on Form 10-Q, dated August 13, 1998 (File No. 001-13215), and incorporated herein by reference
3.2	By-Laws of Gardner Denver, Inc., as amended on July 31, 2001, filed as Exhibit 3.2 to Gardner Denver, Inc.’s Quarterly Report on Form 10-Q, dated August 13, 2001 (File No. 001-13215), and incorporated herein by reference
3.3	Certificate of Incorporation of Air Relief, Inc.
3.4	Bylaws of Air Relief, Inc.
3.5	Certificate of Incorporation of Allen-Stuart Equipment Company, Inc.
3.6	Bylaws of Allen-Stuart Equipment Company, Inc.
3.7	Certificate of Incorporation of Belliss & Morcom (USA) Inc.
3.8	Bylaws of Belliss & Morcom (USA) Inc.
3.9	Articles of Incorporation of Blue Grass Holdings, Inc.
3.10	Bylaws of Blue Grass Holdings, Inc.
3.11	Certificate of Incorporation of Emco Wheaton USA, Inc.
3.12	Bylaws of Emco Wheaton USA, Inc.
3.13	Certificate of Formation of Gardner Denver Drum, LLC
3.14	Limited Liability Company Agreement of Gardner Denver Drum, LLC
3.15	Certificate of Incorporation of Gardner Denver Holdings, Inc.
3.16	Bylaws of Gardner Denver Holdings, Inc.
3.17	Certificate of Formation of Gardner Denver Nash LLC
3.18	Limited Liability Company Agreement of Gardner Denver Nash LLC
3.19	Certificate of Incorporation of Gardner Denver Water Jetting Systems, Inc.
3.20	Bylaws of Gardner Denver Water Jetting Systems, Inc.
3.21	Certificate of Incorporation of Hoffman Air Filtration Licensco Inc.
3.22	Bylaws of Hoffman Air Filtration Licensco Inc.
3.23	Certificate of Incorporation of Lamson Corporation
3.24	Bylaws of Lamson Corporation
3.25	Articles of Incorporation of Rietschle Thomas Hanover, Inc.
3.26	Bylaws of Rietschle Thomas Hanover, Inc.
3.27	Certificate of Incorporation of Rietschle Thomas Monroe, Inc.
3.28	Bylaws of Rietschle Thomas Monroe, Inc.
3.29	Certificate of Amendment of the Certificate of Incorporation of Rietschle Thomas Sheboygan, Inc.
3.30	Bylaws of Rietschle Thomas Sheboygan, Inc.
3.31	Certificate of Incorporation of TCM Investments, Inc.
3.32	Bylaws of TCM Investments, Inc.
3.33	Articles of Incorporation of Thomas Imports, Inc.

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3.34	Bylaws of Thomas Imports, Inc.
3.35	Certificate of Incorporation of Thomas Industries Inc.
3.36	Bylaws of Thomas Industries Inc.
3.37	Certificate of Incorporation of Thomas-Oberdorfer Pumps, Inc.
3.38	Bylaws of Thomas-Oberdorfer Pumps, Inc.
3.39	Certificate of Incorporation of Tupelo Holdings LLC
3.40	Amended and Restated LLC Agreement of Tupelo Holdings LLC
3.41	Certificate of Incorporation of Welsh Vacuum Technology, Inc.
3.42	Bylaws of Welsh Vacuum Technology, Inc.
4.1	Form of Indenture by and among Gardner Denver, Inc., the guarantors and The Bank of New York Trust Company, N.A., as trustee, filed as exhibit 4.1 to Gardner Denver, Inc.’s Current Report on Form 8-K, dated May 4, 2005 (File No. 001-13215), and incorporated herein by reference.
5.1	Opinion of Bryan Cave LLP, counsel to the Registrant, as to the validity of the Securities being registered
10.1	Registration Rights Agreement by and among Gardner Denver, Inc., the guarantors and the initial purchasers, filed as exhibit 10.2 to Gardner Denver, Inc.’s Current Report on Form 8-K, dated May 4, 2005 (File No. 001-13215), and incorporated herein by reference
12.1	Calculation of Ratio of Earnings to Fixed Charges, filed as exhibit 12.1 to Gardner Denver, Inc.’s Quarterly Report on Form 10-Q dated August 9, 2005, and incorporated herein by reference
21.1	List of Subsidiaries of Gardner Denver, Inc.
23.1	Consent of Experts – KPMG LLP
23.2	Consent of – Ernst & Young LLP
23.3	Consent of Bryan Cave LLP (included in Exhibit 5.1)
24.1	Powers of Attorney executed by certain of the officers and directors of the Registrant (included in signature pages)
25.1	Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Trust Company, NA, as Trustee under the Senior Subordinated Indenture
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99.4	Form of Letter to Clients

II-24

EX-3.3

Exhibit 3.3

ARTICLES OF INCORPORATION

OF

AIR-RELIEF, INC.

KNOW ALL MEN BY THESE PRESENTS:

That, I the undersigned, have associated and do hereby associate, for the purpose of forming a corporation under the laws of the State of Kentucky.

ARTICLE I

The corporation hereby proposed to be organized shall be named and known as AIR-RELIEF, INC., by which name it may contract and be contracted with, sue and be sued, adopt a corporate seal, and do all things necessary to the conduct of its business in the furtherance of its expressed purpose.

ARTICLE II

The principal office of the company shall be located at Route #6, Box 10, Murray, Kentucky, which shall be its registered office and the name and address of its resident agent and authorized agent upon whom process can be served is Delbert E. Fleming, Route #6, Box 10, Murray, Kentucky 42071.

ARTICLE III

The purpose and powers of the company are, to the extent of applicable laws as follows: To install, maintain, service, sell, and instruct others in the aforesaid, industrial equipment and to experience all the rights and privileges of ownership to the same extent that a natural person might or want to: to acquire by purchase or otherwise and to own, hold, buy, sell, convey, lease, mortgage or encumber real estate or other property and to perform all things needful for the carrying out of the aforesaid services to industrial equipment.

ARTICLE IV

The total authorized capital stock of this corporation shall be one thousand (1,000) shares without any nominal or par value, which shares may be issued from time to time for such consideration as may be fixed by the Board of Directors of this corporation.

ARTICLE V

The name, place of residence and number of shares of stock subscribers by each of the aforesaid incorporation stockholders are as follows:

NAME	ADDRESS	SHARES
Delbert E. Fleming	Route #6, Box 10 Murray, Kentucky 42071	100
Paul H. Hayes	P. O. Box 61 Sedalia, Kentucky 42079	100

ARTICLE VI

This corporation shall commence business as soon as practical after a certificate of incorporation is issued by the secretary of State of the Commonwealth of Kentucky.

ARTICLE VII

The duration of the corporation shall be perpetual following the issuance of a certificate of incorporation by the Secretary of the Commonwealth of Kentucky, unless its corporate existence shall be terminated earlier in a manner prescribed by law.

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ARTICLE VIII

The affairs of this corporation shall be conducted by a Board of Directors consisting of not less than two (2), nor more than five (5) persons, and by such officers as may be elected by the said Board of Directors.

As soon as practicable after these Articles of Incorporation have been fully filed, the stockholders shall hold a meeting at which the number of directors shall be fixed within the limits aforesaid, which shall remain the number of directors unless changed by the stockholders, which they shall have the right to do under the Articles within the limits aforesaid at any special meeting legally called for said purpose.

The Board of Directors shall have the power to make all such by-laws and rules to regulate the business of the company as will not be inconsistent with the provisions of these Articles of Incorporation or the laws of the Commonwealth of Kentucky.

	The beginning Board of Directors shall consist of the following persons:
NAME		ADDRESS
Delbert E. Fleming		Route #6, Box 10 Murray, Kentucky 42071
Paul H. Hayes		P. O. Box 61 Sedalia, Kentucky 42079

ARTICLE IX

The corporation will begin business with a minimum of $1,000.00.

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ARTICLE X

The private property of the stockholders shall not be subject to the payment of the debts or liabilities of the corporation.

ARTICLE XI

This corporation reserves the right to amend these Articles of Incorporation or to alter, change or repeal any provisions contained therein in the manner now or hereafter prescribed by statute; and all rights conferred upon shareholders herein are granted subject to this reservation.

ARTICLE XII

	The names and addresses of each of the incorporators of this corporation is as follows:
NAME		ADDRESS
Delbert E. Fleming		Route #6, Box 10 Murray, Kentucky 42071
Paul H. Hayes		P. O. Box 61 Sedalia, Kentucky 42079

IN WITNESS WHEREOF, we have hereunto subscribed our names this the            31st day of         July      , 1985.

/s/ Paul H. Hayes	/s/ Delbert E. Fleming
Paul H. Hayes	Delbert E. Fleming

STATE OF KENTUCKY

COUNTYOF GRAVES

I, the undersigned, a Notary Public in and for the State and County aforesaid, hereby certify that the foregoing Articles of Incorporation of Air-Relief, Inc. were this day produced to me in said County and signed, acknowledged and delievered by Delbert E. Fleming, party hereto, to be his free act and deed.

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Witness my hand this the         31st       day of             July    , 1985.

              /s/ Lisa Hunter                        

Notary Public, KY, State-at-Large

My Commission Expires:

              November 26,1988                

THIS INSTRUMENT PREPARED BY:

              /s/ Dennis L. Null                  

Dennis L. Null

LOOKOFSKY & NULL

P. O. Box 696

Mayfield, Kentucky 42066

EX-3.4

Exhibit 3.4

BY-LAWS

OF

AIR-RELIEF, INC.

ARTICLE I

OFFICES

The registered office of the corporation in the Commonwealth of Kentucky shall be at the address stated in its Articles of Incorporation but such address may be changed from time to time by the Board of Directors.

The corporation shall have a principal office, and such other offices, either within or without the Commonwealth of Kentucky, as the Board of Directors may designate or the business of the corporation may require from time to time. The principal office of the corporation may be, but need not be, the same as its registered office and, until otherwise determined, shall be located at Route #6, Box 10, Murray, in Calloway County, Kentucky.

ARTICLE II

SHAREHOLDERS

SECTION 1.    ANNUAL MEETING. The annual meeting of shareholders shall be held on the second Wednesday ( Wed.) of August in each year, beginning with the year 1985, at the hour of 9 A.M., local time, for the election of directors and such other business as may properly come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be practicable. The annual meeting shall be held at the law office of Lookofsky & Null, Mayfield, Kentucky.

SECTION 2.     SPECIAL MEETINGS. Special meetings of the shareholders may be called by the Board of Directors, by the president or by the holders of not less than one-fifth of the outstanding shares entitled to vote at such meeting.

SECTION 3.     PLACE OF MEETING. The Board of Directors or the president may designate any place, either within or without the Commonwealth of Kentucky, as the place of meeting for any annual meeting, or for any special meeting called by the Board of Directors or by the president, respectively. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the Commonwealth of Kentucky, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation, except as otherwise provided in Section 5. of this Article.

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SECTION 4.     NOTICE OF MEETING. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, secretary, or the persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

SECTION 5.     MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place, either within or without the Commonwealth of Kentucky, and consent to the holding of a meeting, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken.

SECTION 6.     CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the first date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

SECTION 7.     VOTING RECORD. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or stock transfer books or to vote at any meeting of shareholders.

SECTION 8.     QUORUM. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noted. The shareholders

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present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

SECTION 9.     PROXIES. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. The revocation of a proxy shall not be effective until the secretary of the corporation has received written notice of the revocation.

SECTION 10. VOTING OF SHARES. Subject to the provisions of Section 12., each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation may be voted by either the president of such corporation or by proxy appointed by him unless the Board of Directors of such corporation should determine otherwise, in which event any other person authorized to vote such shares shall produce a certified copy of a resolution of the Board of Directors of such corporation so indicating.

Shares held by an administrator, executor, guardian, conservator, or committee may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the joint names of three or more fiduciaries shall be voted in the manner determined by the majority of such fiduciaries, unless the instrument or order appointing such fiduciaries otherwise directs.

Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

SECTION 12. CUMULATIVE VOTING. At each election for directors each shareholder entitled to vote at such election shall have the right to cast, in person or by proxy, as many votes in the aggregate as he shall be entitled to vote under the corporation’s Articles of Incorporation, multiplied by the number of directors to be elected at such election; and each shareholder may cast the whole number of votes for one candidate, or distribute such votes among two or more candidates.

SECTION 13. INFORMAL ACTION BY SHAREHOLDERS. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

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ARTICLE III

DIRECTORS

SECTION 1.     GENERAL POWERS. The business and affairs of the corporation shall be managed by its Board of Directors.

SECTION 2.     NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall be five, but may be increased or decreased from time to time by amendment to this By-Law, but no decrease shall have the effect of shortening the term of any incumbent director. Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. Directors need not be residents of Kentucky nor shareholders of the corporation.

SECTION 3.     REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this By-Law, immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the Commonwealth of Kentucky, for the holding of additional regular meetings without other notice than such resolution.

SECTION 4.     SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the Commonwealth of Kentucky, as the place for holding any special meeting of the Board of Directors called by them.

SECTION 5.     NOTICE. Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 6.     QUORUM. A majority of the Board of Directors fixed by Section 2. of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 7.     MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 8.     ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the Board of Directors, or by a committee thereof, at a meeting may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the directors,

4

or by all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.

SECTION 9.     VACANCIES. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of the directors by the shareholders.

SECTION 10. COMPENSATION. Directors, as such, shall not receive a stated salary for their services but, by resolution of the Board of Directors, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors or any committee thereof, and may be paid a fixed sum for attendance at each such meeting, or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 11. EXECUTIVE AND OTHER COMMITTEES. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease, exchange or other disposition of all or substantially all the property and assets of the corporation otherwise than in the usual and regular course of business, recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, or amending the By-Laws.

ARTICLE IV

OFFICERS

SECTION 1.     NUMBER. The officers of the corporation shall be a president, one or more vice-presidents (the number thereof to be determined by the Board of Directors), a secretary, and a treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of president and secretary.

SECTION 2.     ELECTION AND TERM OF OFFICE. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as practicable. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.     REMOVAL. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but

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such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

SECTION 4.     VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5.     PRESIDENT. The president shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, and deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6.     VICE-PRESIDENTS. In the absence of the president or in the event of his death, inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice-president may sign, with the secretary or an assistant secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors.

SECTION 7.     SECRETARY. The secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the president, or a vice-president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the Board of Directors.

SECTION 8.     TREASURER. The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these By-Laws; (c) in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the Board of Directors. If required by the Board of Directors, the treasurer

6

shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

SECTION 9.     ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries, when authorized by the Board of Directors, may sign with the president or a vice-president certificates for shares of the corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors. The assistant treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the president or by the Board of Directors.

SECTION 10. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1.     CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 2.     LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3.     CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4.     DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1.     CERTIFICATES FOR SHARES. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the president or a vice-president and by the secretary or an assistant secretary and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to

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whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

SECTION 2.     TRANSFER OF SHARES. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and end on the 31st day of December in each year.

ARTICLE VIII

DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words “Corporate Seal”.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of the corporation under the provisions of these By-Laws, or under the provisions of the Articles of Incorporation, or under the provisions of the Kentucky Business Corporation Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

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ARTICLE XI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation shall indemnify each of its directors and officers who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Except as provided herein below, any such indemnification shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth above. Such determination shall be made: (a) by the Board of Directors by a majority vote of a quorum of directors who were or are not parties to such action, suit, or proceeding, or (b) by the shareholders.

Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, or proceeding if authorized by the Board of Directors and upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation.

To the extent that a director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without any further determination that he has met the applicable standard of conduct set forth above.

ARTICLE XII

AMENDMENTS

The shareholders may alter, amend or repeal the By-Laws at any annual or special meeting of shareholders at which a majority of the outstanding shares of the corporation is present by the vote of such majority, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Directors shall have the power and authority to alter, amend or repeal By-Laws of the corporation at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders under Kentucky law to repeal or change such By-Laws.

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WRITTEN CONSENT OF THE SOLE SHAREHOLDER OF

AIR-RELIEF, INC.

The undersigned, being the sole shareholder of Air-Relief, Inc. a Kentucky corporation (the “Company”), does hereby consent, in accordance with the provision of Article XII of the By-Laws of the Company, to the adoption of the following resolutions by unanimous written consent in lieu of a meeting.

By-Laws Amendment

Be it RESOLVED, that the By-Laws be amended to state the following:

a) Article II, Section 1, Annual Meeting: An annual meeting of the shareholders, commencing with the year 1985, shall be held each year on a date to be selected by the Board of Directors. At the meeting, the shareholders shall elect directors and transact such other business as may properly be brought before the meeting.

b) Article III, Section 2, Number, Tenure and Qualification: The Board of Directors shall consist of not more than five (5) nor less than two (2) directors, none of whom need be shareholders or residents of the State of Kentucky. Each director shall be elected at the annual meeting of the shareholders and shall hold office until the earlier of such director’s death, resignation, removal or the date on which his successor shall be elected and qualified.

Ratification of Acts of Directors and Officers

RESOLVED that all acts and proceedings of the directors and officers of the Company done and performed since the 16th day of August, 2004, to present date as evidenced by the minutes and books of account of the Company be and the same are hereby approved, ratified, sanctioned and confirmed.

The resolutions adopted by virtue of this Written Consent of the Sole Shareholder shall have the same force and effect as if adopted at an official meeting of said shareholder pursuant to the laws of the State of Kentucky.

IN WITNESS WHEREOF, the undersigned has executed this consent to be effective as of Monday, August 16, 2004.

Gardner Denver, Inc. holding 180 shares

By:

Tracy D. Pagliara

Vice President, General Counsel & Secretary

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EX-3.5

Exhibit 3.5

ARTICLES OF INCORPORATION OF

SAEC, Inc.

I, the undersigned, a natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

1. NAME. The name of the Corporation is SAEC, Inc. (the “Corporation”).

2. DURATION. The period of its duration is perpetual.

3. PURPOSES.

(A)The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the Texas Business Corporation Act.

(B)The purpose expressed in the foregoing Section of this Article will, except where otherwise expressed, be in no manner limited or restricted by reference to, or inference from, the terms of any other purpose or Section expressed in these Articles of Incorporation and the Corporation shall have and exercise any and all powers incidental to each such expressed purpose conferred or lawfully permitted under the laws of the State of Texas, including, but not limited to, all powers permitted by Article 2.02 of the Texas Business Corporation Act, as now existing or hereafter amended.

(C)Nothing in these Articles of Incorporation will be construed or deemed to authorize any act in violation of the Anti-Trust Laws of the State of Texas, as now existing or hereafter amended, or to authorize any purpose or object whatsoever in violation of the limitations and provisions of Article 2.01 of the Texas Business Corporation Act, or deemed to grant any power, or authorize any act, inconsistent with or in violation of any law of the State of Texas.

4.SHARES. The aggregate number of shares which the Corporation shall have authority to issue is one hundred thousand (100,000) shares of $.01 par value each. The shares are designated as common stock and each share of stock shall have identical rights and privileges in every respect. The Corporation may purchase or acquire its own shares and may reissue the same as provided by law. Shareholders shall have full pre-emptive rights.

5.COMMENCEMENT OF BUSINESS. The corporation will not commence business until it has received for the issuance of its shares consideration of the value of one thousand dollars ($1,000), consisting of money, labor done or property actually received.

6.BYLAWS. The initial bylaws shall be adopted by the Board of Directors. The shareholders of the Corporation hereby delegate to the Board of Directors power to adopt, alter, amend, or repeal the bylaws of the Corporation; provided, however, such bylaws may be altered, amended or repealed by a majority vote of the shareholders at any regular or special meeting, and provided further, however, that notice of the proposed alteration, amendment or repeal is contained in the notice of such meeting.

7.NO CUMULATIVE VOTING. Directors shall be elected by plurality voting. Cumulative voting shall not be allowed.

8. INTERESTED DIRECTORS, OFFICERS AND SHAREHOLDERS.

(A)VALIDITY. Any contract or other transaction between the Corporation and any of its directors, officers or shareholders (or any corporation or firm which any of them are directly or indirectly interested) shall be valid for all purposes notwithstanding the presence of such director, officer or shareholder at the meeting authorizing such contract or transaction, or his participation in such meeting or authorization.

(B)DISCLOSURE, APPROVAL. The foregoing shall, however, apply only if the interest of each such director, officer or shareholder is known or disclosed:

(1) To the Board of Directors, and it nevertheless authorizes or ratifies the contract or transaction by a majority of the directors present, each such interested director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote; or

(2) To the shareholders, and they nevertheless authorize or ratify the contract or transaction by a majority of the shares present, each such interested person to be counted for quorum and voting purposes.

(C)NON-EXCLUSIVE. This provision shall not be construed to invalidate any contract or transaction which would be valid in the absence of this provision.

9. INDEMNIFICATION.

(A)PERSONS. The Corporation shall indemnify, to the extent provided in paragraph (B), these persons:

(1) Any director, officer, agent or employee of the Corporation,

(2)Any former director, officer, agent or employee of the Corporation, and

(3)Any person who may have served at the Corporation’s request as a director, officer, agent or employee of another Corporation in which the Corporation owns or has owned stock, or of which it is or has been a creditor.

(B)EXTENT. The indemnification shall be to the full extent allowable or required by the provisions of Article 2.02-1 of the Texas Business Corporation Act, as now existing or hereafter amended.

(C)NON-EXCLUSIVE. These rights of indemnification and reimbursement shall not be exclusive of any other rights to which such person may be entitled by law, bylaw, agreement, shareholders’ vote or otherwise; provided, however, that such additional rights of indemnification and reimbursement are not expressly made void by the provisions of the said Article 2.02-1.

10.SHAREHOLDERS VOTE. With respect to any action to be taken by the shareholders of the Corporation, the proposed action shall be adopted upon receiving the affirmative vote of at least a majority of the outstanding shares entitled to vote thereon.

11.SHAREHOLDER CONSENTS. Any action required to be taken at any annual or special meeting of the shareholders, or any action which may be taken at any annual or special meeting of the shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the actions so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

12.REGISTERED OFFICE AND AGENT. The post office address of the initial registered office of the Corporation is 700 Louisiana, 16^th Floor, Houston, Texas 77002 and the name of its initial registered agent at such address is Michael P. Kessler.

13.INITIAL DIRECTORS. The number of directors constituting the initial board of directors is two (2) and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders, or until their successors are elected and qualified, are:

Name	Address
Joseph Kaplan	3355 West Alabama, Suite 840 Houston, Texas 77098
Drew Berkman	3355 West Alabama, Suite 840 Houston, Texas 77098

14.INCORPORATOR. The name and address of the incorporator is Barbara Ann Leavine, 700 Louisiana, 16^th Floor, Houston, Texas 77002. She is more than eighteen years of age.

IN WITNESS WHEREOF, I have hereunto set my hand this 10^th day of June, 1993.

      /s/ Barbara Ann Leavine                                                               

Barbara Ann Leavine,

Incorporator

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

SAEC, INC.

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation.

I

The name of the corporation is SAEC, Inc.

II

The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on June 18, 1993.

The amendment deletes all of Article I of the original Articles of Incorporation. The part that is deleted read as follows: The names of the Corporation is SAEC, Inc.

The amendment adds the following words to Article I so that Article I as amended now reads as follows: The name of the Corporation is Allen-Stuart Equipment Company, Inc. (the “Corporation”).

III.

The number of shares of the Corporation outstanding at the time of such adoption was 10,000; and the number of shares entitled to vote thereon was 10,000.

IV.

The holders of all of the shares outstanding and entitled to vote on said amendment have signed a consent in writing pursuant to Article 9.10 adopting said amendment and any written notice required by Article 9.10 has been given or waived.

Dated: June 21, 1993

   /s/ Joseph Kaplan                                                                

Joseph Kaplan

President

   /s/ Drew Berkman                                                                       

Drew Berkman

Secretary

STATE OF TEXAS

COUNTY OF HARRIS

This instrument was acknowledged before me on June 21, 1993 by Joseph Kaplan.

    /s/ Marty Ehlert                                                               

Notary Public’s Signature

My commission expires:

(Seal)

STATE OF TEXAS

COUNTY OF HARRIS

This instrument was acknowledged before me on June 21, 1993 by Drew Berkman.

   /s/ Marty Ehlert                                                                    

Notary Public’s Signature

My commission expires:

(Seal)

Office of the Secretary of State Corporations Section

ASSUMED NAME CERTIFICATE

1. The name of the corporation, limited liability company, limited partnership, or registered limited liability partnership as stated in its articles of incorporation, articles of organization, certificate of limited partnership, application for certificate of authority or comparable document is   Allen-Stuart Equipment Company, Inc.                                                               

2. The assumed name under which the business or professional service is or is to be conducted or rendered is   Gardner Denver Engineered Packaging Center.                                                 

3. The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated is   Texas        , and the address of its registered or similar office in that jurisdiction is   11611 Tanner Road, Houston, TX 77041.                                                 

4. The period, not to exceed 10 years, during which the assumed name will be used is  July 1, 2009.                                                                                                                                           

5. The entity is a (circle one):

Business Corporation

Non-Profit Corporation

Professional Corporation

Professional Association

Limited Liability Company

Limited Partnership

Registered Limited Liability Partnership

If the entity is some other type of incorporated business, professional or other association, please specify below:

6. If the entity is required to maintain a registered office in Texas, the address of the registered office is   350 North St. Paul Street, Dallas, Texas 75201                                                            and the name of its registered agent at such address is   CT Corporation System.                 The address of the principal office (if not the same as the registered office) is

11611 Tanner Road, Houston, Texas 77041.                                                                             

7. If the entity is not required to or does not maintain a registered office in Texas, the office address in Texas is and if the entity is not incorporated, organized or associated under the laws of Texas, the

address of its place of business in Texas is and the office address elsewhere is

8. The county or counties where business or pfoessional services are being or are to be conducted or rendered under such assumed name are (if applicable, use the designation “ALL” or “ALL EXCEPT”):

Harris                                                                                                                                         

Signature of officer, general partner, manager,

representative or attorney-in-fact of the entity

State of §

§

County of §

This instrument was acknowledged before me on                                               July 22, 1999            by

(date)

                                                Helen W. Cornell                                                                                                                 

(name of person acknowledging)

(Notary Seal)

   /s/ Mary Ann Wheeler                                                                

Signature of Notary

Notary Public, State of Illinois

Form No. 503

Revised 8/98

The Office of the Secretary of State does not discriminate on the basis of race, color, national origin, sex, religion, age or disability in employment or the provision of services

EX-3.6

Exhibit 3.6

BYLAWS OF

SAEC, INC.

Contents

Art. 1: Offices

1.1	Registered Office & Agent
1.2	Other Offices

Art. 2: Shareholders

2.1	Place of Meetings
2.2	Annual Meetings
2.3	Voting List
2.4	Special Meetings
2.5	Notice
2.6	Quorum
2.7	Majority Vote; Withdrawal of Quorum
2.8	Method of Voting
2.9	Record Date; Closing Transfer Books
2.10	Action without Meeting

Art. 3: Directors

3.1	Management
3.2	Number; Qualifications; Election; Term
3.3	Change in Number
3.4	Removal
3.5	Vacancies
3.6	Election of Directors
3.7	Place of Meetings
3.8	First Meetings
3.9	Regular Meetings
3.10	Special Meetings
3.11	Quorum; Majority Vote
3.12	Compensation
3.13	Procedure
3.14	Interested Directors
3.15	Action Without Meeting

Art. 4: Notice

4.1	Method
4.2	Waiver

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Art. 5: Officers & Agents

5.1	Number; Qualification; Election; Term
5.2	Removal
5.3	Vacancies
5.4	Authority
5.5	Compensation
5.6	President
5.7	Vice President
5.8	Secretary
5.9	Assistant Secretary
5.10	Treasurer
5.11	Assistant Treasurer

Art. 6: Certificates and Shareholders

6.1	Certificates
6.2	Replacement of Lost or Destroyed Certificates
6.3	Transfer of Shares
6.4	Registered Shareholders
6.5	Preemptive Rights

Art. 7: General Provisions

7.1	Dividends and Reserves
7.2	Books and Records
7.3	Annual Statement
7.4	Checks and Notes
7.5	Fiscal Year
7.6	Seal
7.7	Indemnification
7.8	Resignation
7.9	Securities and Other Corporations
7.10	Amendment of Bylaws
7.11	Construction
7.12	Table of Contents; Headings

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Article 1: Offices

1.1.Registered Office & Agent. The registered office of the Corporation shall be at 700 Louisiana, Suite 1600 Houston, Texas 77002. The name of the registered agent at such address is Michael P. Kessler.

1.2.Other Offices. The Corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the Corporation may require.

Article 2: Shareholders

2.1.Place of Meetings. All meetings of the shareholders for the election of directors shall be held at such time and place, within or without the State of Texas, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

2.2.Annual Meeting. An annual meeting of the shareholders, commencing with the year 1993, shall be held each year at 9:00 a.m. on a day during the month of June to be selected by the Board of Directors. If such a day is a legal holiday, then the meeting shall be on the next secular day following. At the meeting, the shareholders shall elect directors and transact such other business as may properly be brought before the meeting.

2.3.Voting List. At least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each and the number of voting shares held by each, shall be prepared by the officer or agent having charge of the stock transfer books. The list, for a period of ten (10) days prior to the meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any shareholder during the whole time of the meeting.

2.4.Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, or by these bylaws, may be called by the president, the Board of Directors, or the holders of not less than one-tenth of all the shares entitled to vote at the meetings. Business transacted at a special meeting shall be confined to the subjects stated in the notice of the meeting.

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2.5.Notice. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or person calling the meeting, to each shareholder of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

2.6.Quorum. The holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute, by the Articles of Incorporation or by these bylaws. If a quorum is not present or represented at a meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.7.Majority Vote; Withdrawal of Quorum. When a quorum is present at any meeting, the vote of the holders of a majority of the shares having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the Articles of Incorporation or of these bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

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2.8.Method of Voting. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the Articles of Incorporation. At any meeting of the shareholders, every share having the right to vote may either vote in person, or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. Each proxy shall be filed with the secretary of the Corporation prior to or at the time of the meeting. Voting for directors shall be in accordance with Section 3.6 of these bylaws. Any vote may be taken viva voce or by show of hands unless someone entitled to vote objects, in which case written ballots shall be used.

2.9.Record Date: Closing Transfer Books. The Board of Directors may fix in advance a record date for the purpose of determining shareholders entitled to notice of or to vote at a meeting of the shareholders, the record date to be not less than ten (10) nor more than sixty (60) days prior to the meeting; or the Board of Directors may close the stock transfer books for such purpose for a period of not less than ten nor more than sixty (60) days prior to such meeting. In the absence of any action by the Board of Directors, the date upon which the notice of the meeting is mailed shall be the record date.

2.10.Action Without Meeting. (a) Any action required to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the actions so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

(b)Every written consent shall bear the date of signature of each shareholder who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner required by these bylaws, a consent or consents signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take the action that is the subject of the consent are delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of shareholders are recorded. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Corporation’s principal place of business shall be addressed to the president or principal executive officer of the Corporation.

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(c)A telegram, telex, cablegram, or similar transmissionby a shareholder, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a shareholder, shall be regarded as signed by the shareholder for the purposes of this section 2.10 of the bylaws.

(d)Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.

Article 3: Directors

3.1.Management. The business and affairs of the Corporation shall be managed by the Board of Directors who may exercise all such powers of the Corporation and do all such lawful acts and things as are not (by statute or by the Articles of Incorporation or by these bylaws) directed or required to be exercised or done by the shareholders.

3.2.Number; Qualification; Election; Term. The Board of Directors shall consist of five (5) directors, none of whom need be shareholders or residents of the State of Texas. Each director shall be elected at the annual meeting of the shareholders, except as provided in Bylaws 3.3 and 3.5. Each director elected shall hold office until his successor shall be elected and shall qualify.

3.3.Change in Number. The number of directors may be increased or decreased from time to time by amendment to these bylaws but no decrease shall have the effect of shortening the term of any incumbent director. Anydirectorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.

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3.4.Removal. Any director may be removed either for or without cause at any special or annual meeting of shareholders, by the affirmative vote of a majority in number of shares of the shareholders present in person or by proxy at such meeting and entitled to vote for the election of such director if notice of intentionto act upon such matter shall have been given in the notice calling such meeting.

3.5.Vacancies. Any vacancy occurring in the Board of Directors (by death, resignation, removal or otherwise) may be filled by an affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

3.6.Election of Directors. Directors shall be elected by plurality voting. Cumulative voting shall not be allowed.

3.7.Place of Meetings. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Texas.

3.8.First Meetings. The first meeting of each newly elected Board shall be held without further notice immediately following the annual meeting of shareholders, and at the same place, unless (by unanimous consent of the directors then elected and serving) such time or place shall be changed.

3.9.Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

3.10.Special Meetings. Special meetings of the Board of Directors may be called by the president on three (3) days notice to each director, either personally or by mail or by telegram. Special meetings shall be called by the president or secretary in like manner and on like notice on the written request of three (3) directors. Except as otherwise expressly provided by statute, or by the Articles of Incorporation, or by these bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in a notice or waiver of notice.

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3.11. Quorum; Majority Vote. At all meetings of the Board of Directors a majority of the number of directors fixed by these bylaws shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically provided by statute or by the Articles of Incorporation or by these bylaws. If a quorum is not present at a meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

3.12. Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

3.13.Procedure. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute book of the Corporation.

3.14. Interested Directors, Officers and Shareholders.

(a)Validity. Any contract or other transaction between the Corporation and any of its directors, officers or shareholders (or any corporation or firm which any of them are directly or indirectly interested) shall be valid for all purposes notwithstanding the presence of such director, officer or shareholder at the meeting authorizing such contract or transaction, or his participation in such meeting or authorization.

(b)Disclosure, Approval. The foregoing shall, however, apply only if the interest of each such director, officer or shareholders is known or disclosed:

(1)To the Board of Directors and it nevertheless authorizes or ratifies the contract or transaction by a majority of the directors present, each such interested director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote; or

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(2)To the shareholders and they nevertheless authorize or ratify the contract or transaction by a majority of the shares present, each such interested person to be counted for quorum and voting purposes.

(c)Non-Exclusive. This provision shall not be construed to invalidate any contract or transaction which would be valid in the absence of this provision.

3.15.Action Without Meeting. Any action required by statute to be taken at a meeting of the directors, or any action which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof and such consent shall have the same force and effect as a unanimous vote of the directors. Any such signed consent, or a signed copy thereof, shall be placed in the minute book of the Corporation.

Article 4: Notice

4.1.Method. Whenever, by statute or the Articles of Incorporation or these bylaws, notice is required to be given to a director or shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to mean personal notice, but any such notice may be given (a) in writing, by mail, postage prepaid, addressed to the director or shareholder at the address appearing on the books of the Corporation, or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is thus deposited in the United States mails.

4.2.Waiver. Whenever, by statute or the Articles of Incorporation or these bylaws, notice is required to be given to a director or shareholder, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Article 5: Officers and Agents

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5.1. Number; Qualification; Election; Term.

(a) The Corporation shall have:

(1) A president, a vice-president, a secretary and a treasurer, and

(2)Such other officers (including a chairman of the Board of Directors and additional vice-presidents) and assistant officers and agents as the Board of Directors may think necessary.

(b)No officer or agent need be a shareholder, a director or a resident of Texas.

(c)Officers named in Section 5.1(a)(1) shall be elected by the Board of Directors on the expiration of an officer’s term or whenever a vacancy exists. Officers and agents named in Section 5.1(a)(2) may be elected by the Board of Directors at any meeting.

(d)Unless otherwise specified by the Board of Directors at the time of election or appointment, or in an employment contract approved by the Board of Directors, each officer’s and agent’s term shall end at the first meeting of directors after the next annual meeting of shareholders. Such officer shall serve until the end of the officer’s term or, if earlier, until the officer’s death, resignation or removal.

(e)Any two or more offices may be held by the same person, except that the president and the secretary shall not be the same person.

5.2.Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

5.3.Vacancies. Any vacancy occurring in any office of the Corporation (by death, resignation, removal or otherwise) may be filled by the Board of Directors.

5.4.Authority. Officers and agents shall have such authority and perform such duties in the management of the Corporation as are provided in these bylaws or as may be determined by resolution of the Board of Directors not inconsistent with these bylaws.

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5.5.Compensation. The compensation of officers and agents shall be fixed from time to time by the Board of Directors.

5.6.President. The president shall be the chief executive officer of the Corporation; he shall preside at all meetings of the shareholders and the Board of Directors, shall have general and active management of the business and affairs of the Corporation, shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe.

5.7.Vice President. The vice presidents in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the president, perform the duties and have the authority and exercise the powers of the president. They shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the president may from time to time delegate.

5.8. Secretary.

(a)The secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose.

(b)The secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors.

(c)The secretary shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by the secretary’s signature or by the signature of the treasurer or an assistant secretary.

(d)The secretary shall be under the supervision of the president. The secretary shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the president may from time to time delegate.

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5.9.Assistant Secretary. The assistant secretaries in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the secretary, perform the duties and have the authority and exercise the powers of the secretary. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe or as the president may from time to time delegate.

5.10. Treasurer.

(a)The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

(b)The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the Corporation.

(c)If required by the Board of Directors, he shall give the Corporation a bond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the treasurer’s office and for the restoration to the corporation, in case of the treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the treasurer’s possession or under the treasurer’s control belonging to the Corporation.

(d)The treasurer shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the president may from time to time delegate.

5.11.Assistant Treasurer. The assistant treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the treasurer, perform the duties and have the authority and exercise the powers of the treasurer. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe or the president may from time to time delegate.

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Article 6: Certificates and Shareholders

6.1.Certificates. Certificates in the form determined by the Board of Directors shall be delivered representing all shares to which shareholders are entitled. Certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof the holder’s name, the name and class of shares, the par value of shares or a statement that such shares are without par value, and such other matters as may be required by law. They shall be signed by the president or a vice president and such other officer or officers as the Board of Directors shall designate, and may be sealed with the seal of the Corporation or a facsimile thereof. If any certificate is countersigned by a transfer agent, or an assistant transfer agent or registered by a registrar (either of which is other than the Corporation or an employee of the Corporation), the signature of any such officer may be facsimile.

6.2.Replacement of Lost or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate previously issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the loss or destruction. In so doing the Board of Directors may, in its discretion and as a condition precedent to the issuance (a) require the owner of the lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or (b) to give the Corporation a bond (with a surety or sureties satisfactory to the Corporation) in such sum as it may direct, as indemnity against any claim, or expense resulting from any claim, that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

6.3.Transfer of Shares. Shares of stock shall be transferable only on the books of the Corporation by the holder thereof in person or by his duly authorized attorney. Upon surrender, to the Corporation or its transfer agent, of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation or its transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

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6.4.Registered Shareholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it has express or other notice thereof, except as otherwise provided by law.

6.5.Preemptive Rights. The shareholders of the Corporation shall have full pre-emptive rights.

Article 7: General Provisions

7.1. Dividends and Reserves.

(a)Declaration and Payment. Subject to statute and the Articles of Incorporation, dividends may be declared by the Board of Directors at any regular or special meeting and may be paid in cash, in property, or in shares of the Corporation. The declaration and payment shall be at the discretion of the Board of Directors.

(b)Record Date. The Board of Directors may fix in advance a record date for the purpose of determining shareholders entitled to receive payment of any dividend, the record date not to be more than sixty (60) days prior to the payment date of such dividend, or the Board of Directors may close the stock transfer books for such purpose for a period of not more than sixty (60) days prior to the payment date of such dividend. In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring the dividend shall be the record date.

(c)Reserves. By resolution the Board of Directors may create such reserve or reserves out of the earned surplus of the Corporation as the directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the Corporation, or for any other purpose they think beneficial to the Corporation. The directors may modify or abolish any such reserve in the manner in which it was created.

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7.2.Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each.

7.3.Annual Statement. The Board of Directors shall present at each annual meeting of shareholders a full and clear statement of the business and condition of the Corporation, including a reasonably detailed balance sheet, income statement, and surplus statement.

7.4.Checks and Notes. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

7.5.Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

7.6.Seal. The Corporation seal (of which there may be one or more exemplars) shall contain the name of the Corporation and the name of the state of incorporation. The seal may be used by impressing it or reproducing a facsimile of it, or otherwise.

7.7. Indemnification.

The Corporation shall indemnify these persons:

(1) Any director, officer, agent or employee of the Corporation,

(2) Any former director, officer, agent or employee of the Corporation, and

(3)Any person who may have served at the Corporation’s request as a director, officer agent or employee of another Corporation in which the Corporation owns or has owned stock, or of which it is or has been a creditor;

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to the full extent allowable to required by the provisions of Article 2.02-1 of the Texas Business Corporation Act, as may be amended from time to time.

These rights of indemnification and reimbursement shall not be exclusive of any other rights to which such person may be entitled by law, bylaw, agreement, shareholders’ vote or otherwise; provided, however, that such additional rights of indemnification and reimbursement are not expressly made void by the provisions of the said Article 2.02-1.

7.8.Resignation. Any director, officer or agent may resign by giving written notice to the president or the secretary. The resignation shall take effect at the time specified therein, or immediately if no time is specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

7.9.Securities of Other Corporations. The president and the chairman of the Board of Directors shall have power and authority to transfer, endorse for transfer, vote, consent or take any other action with respect to any securities of another issuer which may be held or owned by the Corporation and to make, execute and deliver any waiver, proxy or consent with respect to any such securities.

7.10.Amendment of Bylaws. These bylaws may be altered, amended, or repealed at any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of a majority of the directors present at such meeting, provided notice of the proposed alteration, amendment, or repeal is contained in the notice of such meeting, provided however, the bylaws may be altered, amended or repealed by a majority vote of the shareholders, present or voting by proxy, at any meeting thereof (pursuant to Section 2.6 hereof), provided further that notice of the proposed alteration, amendment or repeal is contained in the notice of such meeting.

7.11.Construction. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. If any portion of these bylaws shall be invalid or inoperative, then, so far as is reasonable and possible:

(a)The remainder of these bylaws shall be considered valid and operative, and

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(b)Effect shall be given to the intent manifested by the portion held invalid or inoperative.

7.12.Table of Contents; Headings. The table of contents and headings used in these bylaws have been inserted for convenience only and do not constitute matter to be construed in interpretation.

Unanimously adopted by the Board of Directors by unanimous consent on the 18th day of June, 1993.

/s/ D. B.____________________

Secretary

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WRITTEN CONSENT OF THE SOLE SHAREHOLDER OF

ALLEN-STUART EQUIPMENT COMPANY, INC.

The undersigned, being the sole shareholder of Allen-Stuart Equipment Company, Inc., a Texas corporation (the “Company”), does hereby consent, in accordance with the provision of Article 7, Section 7.10 of the By-Laws of the Company, to the adoption of the following resolutions by unanimous written consent in lieu of a meeting.

By-Laws Amendment

Be it RESOLVED, that the By-Laws be amended to state the following:

a) Article 2, Section 2.2 Annual Meeting: An annual meeting of the shareholders, commencing with the year 1993, shall be held each year on a date to be selected by the Board of Directors. At the meeting, the shareholders shall elect directors and transact such other business as may properly be brought before the meeting.

b) Article 3, Section 3.2 Number; Qualification; Election; Term: The number of directors of the corporation shall be no more than five (5) nor less than two (2), none of whom need be shareholders or residents of the State of Texas. Each director shall be elected at the annual meeting of the shareholders and shall hold office until the earlier of such director’s death, resignation, removal or the date on which his successor shall be elected and qualified.

Ratification of Acts of Directors and Officers

RESOLVED that all acts and proceedings of the directors and officers of the Company done and performed since the 16^th day of August, 2004, to present as evidenced by the minutes and books of account of the Company be and the same are hereby approved, ratified, sanctioned and confirmed.

The resolutions adopted by virtue of this Written Consent of the Sole Shareholder shall have the same force and effect as if adopted at an official meeting of said shareholder pursuant to the laws of the State of Texas.

IN WITNESS WHEREOF, the undersigned has executed this consent to be effective as of Monday, August 16, 2004.

Gardner Denver, Inc. holding 10,000 shares

By:	/s/ Tracy D. Pagliara
		Tracy D. Pagliara
		Vice President, General Counsel & Secretary

EX-3.7

Exhibit 3.7

CERTIFICATE OF INCORPORATION

OF

BELLIES & MORCOM 1995 (USA), INC.

* * * * *

1. The name of the corporation is BELLISS & MORCOM 1995 (USA), Inc.

2.            The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.            The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.            The total number of shares or stock which the corporation shall have authority to issue is One Thousand Five Hundred (1,500); all of such shares shall be without par value.

5.            The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

D. M. Dembkowski

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 26th day of May, 1995.

     /s/ D. M. Dembkowski                                                  

Sole Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

*****

BELLISS & MORCOM 1995 (USA), INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of Belliss & Morcom 1995 (USA), Inc. by the unanimous written consent of its members, filed with the Minutes of the Board, duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:-

RESOLVED, That the Certificate of Incorporation of this corporation be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“The name of the Corporation is Belliss & Morcom (USA) Inc.”

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon written waiver of notice signed by all stockholders at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Belliss & Morcom 1995 (USA), Inc. has caused this certificate to be signed by MICHAEL NOAKES, its sole Director, this 24 day of November, 1995

       /s/ Michael Noakes                                                                            

By Michael Noakes, Director

EX-3.8

Exhibit 3.8

BY-LAWS

OF

BELLISS & MORCOM (USA) INC.

ARTICLE I - OFFICES

The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II - MEETING OF SHAREHOLDERS

Section 1 - Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting.

Section 2- Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of ten per cent (10%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Business Corporation Act.

Section 3 - Place of Meetings:

All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.

By-Laws - 1

Section 4 - Notice of Meetings:

(a)Except as otherwise provided by Statute, written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to Statute, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to the address designated in such request.

(b)Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.

Section 5 - Quorum:

(a)Except as otherwise provided herein, or by statute, or in the Certificate of Incorporation (such Certificate and any amendments thereof being hereinafter collectively referred to as the “Certificate of Incorporation”), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

By-Laws - 2

(b)Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called if a quorum had been present.

Section 6 - Voting:

(a)Except as otherwise provided by statute or by the Certificate of Incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b)Except as otherwise provided by statute or by the Certificate of Incorporation, at each meeting of shareholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation.

(c)Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

By-Laws - 3

(d)Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

ARTICLE III - BOARD OF DIRECTORS

Section 1 – Number, Election and Term of Office:

(a)The number of the directors of the Corporation shall be as determined by the Shareholders from time to time, unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders permitted by statute.

(b)Except as may otherwise be provided herein or in the Certificate of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares, present in person or by proxy, entitled to vote in the election.

(c)Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.

Section 2 - Duties and Powers:

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Certificate of Incorporation or by statute expressly conferred upon or reserved to the shareholders.

Section 3 - Annual and Regular Meetings; Notice:

(a)A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders, at the place of such annual meeting of shareholders.

By-Laws - 4

(b)The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c)Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) of Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

Section 4 - Special Meetings; Notice:

(a)Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

(b)Except as otherwise required by statute, notice of special meeting shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(c)Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5 - Chairman:

At all meetings of the Board of Directors the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the directors shall preside.

By-Laws - 5

Section 6 - Quorum and Adjournments:

(a)At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws.

(b)A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 7 - Manner of Acting:

(a)At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b)Except as otherwise provided by statute, by the Certificate of Incorporation, or these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized in writing, by all of the directors entitled to vote thereon and filed with the minutes of the corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

Section 8 - Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

Section 9 - Resignation:

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

By-Laws - 6

Section 10 - Removal:

Any director may be removed with or without cause at any time by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares of the Corporation at a special meeting of the shareholders called for that purpose, and may be removed for caused by action of the Board.

Section 11 - Salary:

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12 - Contracts:

(a)No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b)Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

By-Laws - 7

Section 13 - Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.

ARTICLE IV - OFFICERS

Section 1 – Number, Qualifications, Election and Term of Office:

(a)The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person.

(b)The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

(c)Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.

Section 2 - Resignation:

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

By-Laws - 8

Section 3 - Removal:

Any officer may be removed, either with or without cause, and a successor elected by a majority of the Board of Directors at any time.

Section 4 - Vacancies:

A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board of Directors.

Section 5 - Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.

Section 6 - Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

Section 7 - Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other Corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders’ meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.

ARTICLE V - SHARES OF STOCK

Section 1 - Certificate of Stock:

(a)The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder’s name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary or Treasurer, or any Assistant Secretary or Assistant Treasurer, and shall bear the corporate seal.

By-Laws - 9

(b)No certificate representing shares shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

(c)To the extent permitted by law, the Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.

Section 2 - Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

By-Laws - 10

Section 3 - Transfers of Shares:

(a)Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.

(b)The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided ^.by law.

Section 4 - Record Date:

In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

By-Laws - 11

ARTICLE VI - DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine.

ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.

ARTICLE VIII - CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE IX - AMENDMENTS

Section 1 - By Shareholders:

All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares entitled to vote in the election of directors at any annual or special meeting of shareholders, provided that the notice or waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.

Section 2 - By Directors:

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

By-Laws - 12

ARTICLE X - INDEMNITY

(a)Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or intestate representative is or was a director, officer or employee of the Corporation, or of any Corporation in which he served as such at the request of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceedings, or in connection with any appeal therein that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.

(b)The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer or director or employee may be entitled apart from the provisions of this section.

(c)The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in any case where there is no disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to then existing rules of the American Arbitration Association.

The undersigned Sole Director President and Representative of Sole Shareholder certifies that he has adopted the foregoing by-laws as the first by-laws of the Corporation.

Dated: 28 February 1996

                    /s/                                                         

Sole Director President and Representative of Sole Shareholder

EX-3.9

Exhibit 3.9

ARTICLES OF INCORPORATION

OF

BUILDERS BRASS WORKS OF NEVADA, INC.

THE UNDERSIGNED Incorporator has executed these Articles of Incorporation for the purpose of forming and do hereby form a corporation under the laws of the State of Nevada, in accordance with the following provisions:

ARTICLE I

The name of the corporation shall be Builders Brass Works of Nevada, Inc.

ARTICLE II

The purpose or purposes for which this corporation is organized are:

The transaction of any or all lawful business for which corporations may be formed under the General Corporation Law of Nevada. The corporation shall be authorized to conduct its business or hold property in any part of the United States and its possessions and foreign countries.

ARTICLE III

The duration of the corporation shall be perpetual.

ARTICLE IV

The address of the registered office of the corporation in the State of Nevada is 502 East John Street, Room E, Carson City, Nevada, 89701. The name of the registered agent in the State of Nevada is United States Corporation Company, 502 East John Street, Room E, Carson City, Nevada, 89701.

ARTICLE V

The corporation is authorized to issue an aggregate of 1000 shares of common stock with no par value.

ARTICLE VI

Each share of common stock shall have one vote.

ARTICLE VII

The name and address of the Incorporator is Julia P. Hagan, Suite 400, 100 East Liberty Street, Louisville, Kentucky, 40202.

ARTICLE VIII

The governing board of the corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the by-laws of this corporation, provided that the number of directors shall not be reduced to less than three (3).

ARTICLE IX

The names and post office addresses of the first Board of Directors which shall be three (3) in number, are as follows:

NAME	ADDRESS
Thomas R. Fuller	207 East Broadway Louisville, Kentucky 40202
Arnold Muhlbach	207 East Broadway Louisville, Kentucky 40202
Edward Chady	207 East Broadway Louisville, Kentucky 40202

ARTICLE X

The capital stock, after the amount of the subscription price, or par value, has been paid in shall not be subject to assessment to pay the debts of the corporation.

WITNESS the signature of the Incorporator this the 25th day of August, 1982.

    /s/ Julia P. Hagan                                                              

JULIA P. HAGAN

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STATE OF KENTUCKY

COUNTY OF JEFFERSON

I, a Notary Public, in and for the State and County aforesaid, do hereby certify that on this day the foregoing Articles of Incorporation were produced before me in said State and County and were acknowledged before me by Julia P. Hagan, party thereto, to be her act and deed.

Witness my hand this the 25th day of August, 1982.

My Commission Expires: July 21, 1986.

     /s/ Debbie A. Masterson                                                            

NOTARY PUBLIC, STATE-AT-LARGE, KENTUCKY

THIS INSTRUMENT PREPARED BY:

     /s/ Julia P. Hagan                                                

JULIA P. HAGAN

HAMILTON, ROACH & DIAMOND

Suite 400, 100 East Liberty Street

Louisville, Kentucky 40202

PHONE: (502) 589-6227

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EX-3.10

Exhibit 3.10

BYLAWS

OF

BLUE GRASS HOLDINGS INC.

(a Nevada corporation)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation or by agents designated by the Board of Directors, certifying the number of shares owned by him in the corporation and setting forth any additional statements that may be required by the General Corporation Law of the State of Nevada (General Corporation Law). If any such certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, a facsimile of the signature of the officers, the transfer agent or the transfer clerk or the registrar of the corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any certificate or certificates shall cease to be such officer or officers of the corporation before such certificate or certificates shall have been delivered by the corporation, the certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be such officer or officers of the corporation.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, the certificates representing stock of any such class or series shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of any lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate.

2. FRACTIONAL SHARE INTERESTS. The corporation is not obliged to but may execute and deliver a certificate for or including a fraction of a share. In lieu of executing and delivering a certificate for a fraction of a share, the corporation may proceed in the manner prescribed by the provisions of Section 78.205 of the General Corporation Law.

3. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes, if any, due thereon.

4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If a record date is not fixed, the record date is at the close of business on the day before the day on which notice is given or, if notice is waived, at the close of business on the day before the meeting is held. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders applies to an adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. The directors must fix a new record date if the meeting is adjourned to a date more than sixty days later than the date set for the original meeting.

5. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the Articles of Incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the articles of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the Articles of Incorporation.

6. STOCKHOLDER MEETINGS.

- TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that each meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

- PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Nevada, as the directors may, from time to time, fix.

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- CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

- NOTICE OR WAIVER OF NOTICE. Notice of all meetings shall be in writing and signed by the President or a Vice-President, or the Secretary, or an Assistant Secretary, or by such other person or persons as the directors must designate. The notice must state the purpose or purposes for which the meeting is called and the time when, and the place, where it is to be held. A copy of the notice must be either delivered personally or mailed postage prepaid to each stockholder not less than ten nor more than sixty days before the meeting. If mailed, it must be directed to the stockholder at his address as it appears upon the records of the corporation. Any stockholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting; and if notice of any kind is required to be given under the provisions of the General Corporation Law, a waiver thereof in writing and duly signed whether before or after the time stated therein, shall be deemed equivalent thereto.

- CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

- PROXY REPRESENTATION. At any meeting of stockholders, any stockholder may designate another person or persons to act for him by proxy in any manner described in, or otherwise authorized by, the provisions of Section 78.355 of the General Corporation Law.

- INSPECTORS. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

- QUORUM. A majority of the voting power, which includes the voting power that is present in person or by proxy, regardless of whether the proxy has authority to vote on all matters, constitutes a quorum at a meeting of stockholders for the transaction of business unless the action to be taken at the meeting shall require a greater proportion. The stockholders present may adjourn the meeting despite the absence of a quorum.

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- VOTING. Each share of stock shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Any other action is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, except where the General Corporation Law, the Articles of Incorporation, or these Bylaws prescribe a different percentage of votes and/or a different exercise of voting power. In the election of directors, voting need not be by ballot; and, except as otherwise may be provided by the General Corporation Law, voting by ballot shall not be required for any other action.

Stockholders may participate in a meeting of stockholders by means of a conference telephone or similar method of communication by which all persons participating in the meeting can hear each other.

7. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may otherwise be provided by the General Corporation Law, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power; provided that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholders be called or noticed.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be managed by the Board of Directors of the corporation. The Board of Directors shall have authority to fix the compensation of the members thereof for services in any capacity. The use of the phrase “whole Board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2. QUALIFICATIONS AND NUMBER. Each director must be at least 18 years of age. A director need not be a stockholder or a resident of the State of Nevada. The number of directors constituting the whole board shall be at least one. Subject to the foregoing limitation, such number may be fixed from time to time by action of the stockholders or of the directors. The number of directors may be increased or decreased by action of the stockholders or of the directors.

3. ELECTION AND TERM. Directors may be elected in the manner prescribed by the provisions of Sections 78.320 through 78.335 of the General Corporation Law of Nevada. The first Board of Directors shall hold office until the first election of directors by stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an election of directors by stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next election of directors by stockholders and until their successors are elected and qualified or until their earlier resignation or removal. In the interim between elections of directors by stockholders, newly created directorships and any vacancies in the Board of Directors, including any vacancies resulting from the removal of directors for cause or without cause by the stockholders and not filled by said stockholders, may be

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filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

4. MEETINGS.

- TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

- PLACE. Meetings shall be held at such place within or without the State of Nevada as shall be fixed by the Board.

- CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice if any need not be given to a director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein.

- QUORUM AND ACTION. A majority of the directors then in office, at a meeting duly assembled, shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as the Articles of Incorporation or these Bylaws may otherwise provide, and except as otherwise provided by the General Corporation Law, the act of the directors holding a majority of the voting power of the directors, present at a meeting at which a quorum is present, is the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Members of the Board or of any committee which may be designated by the Board may participate in a meeting of the Board or of any such committee, as the case may be, by means of a telephone conference or similar method of communication by which all persons participating in the meeting hear each other. Participation in a meeting by said means constitutes presence in person at the meeting.

- CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause or without cause in accordance with the provisions of the General Corporation Law.

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6. COMMITTEES. Whenever its number consists of two or more, the Board of Directors may designate one or more committees which have such powers and duties as the Board shall determine. Any such committee, to the extent provided in the resolution or resolutions of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal or stamp of the corporation to be affixed to all papers on which the corporation desires to place a seal or stamp. Each committee must include at least one director. The Board of Directors may appoint natural persons who are not directors to serve on committees.

7. WRITTEN ACTION. Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the Board or of the committee, as the case may be.

ARTICLE III

OFFICERS

1. The corporation must have a President, a Secretary, and a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers and agents with such titles as the resolution choosing them shall designate. Each of any such officers must be natural persons and must be chosen by the Board of Directors or chosen in the manner determined by the Board of Directors.

2. QUALIFICATIONS. Except as may otherwise be provided in the resolution choosing him, no officer other than the Chairman of the Board, if any, and the Vice-Chairman of the Board, if any, need be a director.

Any person may hold two or more offices, as the directors may determine.

3. TERM OF OFFICE. Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen or until his resignation or removal before the expiration of his term.

Any officer may be removed, with or without cause, by the Board of Directors or in the manner determined by the Board.

Any vacancy in any office may be filled by the Board of Directors or in the manner determined by the Board.

4. DUTIES AND AUTHORITY. All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolution designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions or instruments may be inconsistent therewith.

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ARTICLE IV

REGISTERED OFFICE

The location of the registered office of the corporation in the State of Nevada is the address of the resident agent of the corporation, as set forth in the original Articles of Incorporation.

The corporation shall maintain at said registered office a copy, certified by the Secretary of State of the State of Nevada, of its Articles of Incorporation, and all amendments thereto, and a copy, certified by the Secretary of the corporation, of these Bylaws, and all amendments thereto. The corporation shall also keep at said registered office a stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them respectively or a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where such stock ledger or duplicate stock ledger is kept.

ARTICLE V

CORPORATE SEAL OR STAMP

The corporate seal or stamp shall be in such form as the Board of Directors may prescribe.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VII

CONTROL OVER BYLAWS

The power to amend, alter, and repeal these Bylaws and to make new Bylaws shall be vested in the Board of Directors subject to the Bylaws, if any, adopted by the stockholders.

7

EX-3.11

Exhibit 3.11

Corporations Section		Roger Williams
P.O.Box 13697	[STATE SEAL]		Secretary of State

Austin, Texas 78711-3697

Office of the Secretary of State

The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and

correct copy of each document on file in this office as described below:

EMCO WHEATON USA, INC.

Filing Number: 800198596

Articles of Incorporation	April 30,	2003
Articles of Amendment	June 08,	2004
Change of Registered Agent! Office	November 29,	2004
Public Information Report (PIR)	December 31,	2004

In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on June 17, 2005.

[STATE SEAL]

/s/ Roger Williams

Roger Williams

Secretary of State

Come visit us on the internet at http:llwww.sos.state.tx.us/

Phone: (512) 463-5555	Fax: (512) 463-5709		TTY: 7-1-1
Prepared by: BHENDRICKS		Document: 93532650002

Form 201 (revised 06/00)				[STATE SEAL] Articles of Incorporation Pursuant to Article 3.02 Texas Business Corporation Act ....				Filed in the Office of the Secretary of State of Texas Filing #: 800198596 04/30/2003 Document #: 32843120002 Image Generated Electronically for Web Filing
Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filing Fee: $300
				Article 1 - Corporate Name
The name of the corporation is as set forth below:
Syltone Marine, Inc.
The name must contain the word "corporation", "company', "incorporated," or an abbreviation of one of these terms. The name must not be the same as, deceptively similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for the "name availability" is recommended.
Article 2 — Registered Agent and Registered Office (Select and complete either A or B and complete C)
Þ A The initial registered agent is a corporation (cannot be corporation named above) by the name of:
0R		C T Corporation System
o B. The initial registered agent is an individual resident ofthe state whose name is set forth below:
First Name —__	M.I.				Last Name				Suffix
C. The business address of the registered agent and the registered office address is:
Street Address 350 N St. Paul Street                                              Dallas        TX                                                          75201          StateZip Code			City Dallas				State TX			Zip Code 75201
Article 3 – Directors
The number of directors constituting the initial board of directors and the names and addresses of the person or persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified are set forth below:
Director 1: First Name Anthony I —__	M.I.				Last Name Passafiume				Suffix
Street Address 2501 Constant Comment Place                               Dallas        TX                                                          75201          StateZip Code			City Louisville				State KY,USA			Zip Code 40299
Director 2: First Name Killarney I —__	M.I.				Last Name Graham				Suffix
Street Address 2501 Constant Comment Place                               Dallas        TX                                                          75201          StateZip Code			City Louisville				State KY,USA			Zip Code 40299
Director 3: First Name Andrew I —__	M.I.				Last Name Hartley				Suffix
Street Address 2501 Constant Comment Place                               Dallas        TX                                                          75201          StateZip Code			City Louisville				State KY,USA			Zip Code 40299
Article 4 - Authorized Shares
The total number of shares the corporation is authorized to ssue and the par value of each of such shares, or a statement that such 'hares are without par value, is set forth below.
Number of Shares	Par Value (must choose and complete either A or B)					Class                                                      !					Series
1,000	o A. has a par value of $ Þ B without par value.
If the shares are to be divided into classes, you must set forth the designation of each class, the number of shares of each class, and the par value (or statement of no par value), of each class. If shares of a class are to be issued in series, you must provide the designation of each series. The preferences limitations, and relative rights of each class or series must be stated in space provided for supplemental information.

Article 5 - Initial Capitalization

The corporation will not commence business until it has received for the issuance of its shares consideration of the
value of one thousand dollars ($1,000).

Article 6 - Duration

The period of duration is perpetual

Article 7 - Purpose

The purpose for which the corporation is organized is for the transaction of any and all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

Supplemental Provisions/Information

N/A

[The attached addendum is incorporated herein by reference.]

Effective Date of Filing

Þ A. This document will become effective when the document is filed by the secretary of state.

OR

Þ B. This document will become effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state. The delayed effective date is:

Name Reservation Document Number

Incorporator

The name and address of the incorporator is set forth below.
Ernest W. Williams 1700 PNC Plaza, 500 W. Jefferson St., Louisville, KY 40202

EXECUTION

The undersigned incorporator signs these articles of incorporation subject to the penalties imposed by law for the submission of a false or fraudulent document.
Ernest W. Williams

Signature of incorporator.

FILING OFFICE COPY

Form 404 (revised 9/03)	[STATE SEAL] Articles of Incorporation Pursuant to Article 4.04 Texas Business Corporation Act ....	This space reserved for office use FILED in the office of the Secretary of State of Texas June 08 2004 Corporations Section
Return in Duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filing Fee: $150

Article 1 –Name The name of the corporation is as set forth below:

SYLTONE MARINE, INC.______________________________________________________

State the name of the entity as it is currently shown in the records of the secretary of state. If the amendment changes the

name of the entity, state the old name and not the new name in Article I.

The filing number issued to the corporation by the secretary of state is: 800198596                          

Article 2 —Amended Name

(If the purpose of the articles of amendment is to change the name of the corporation, then use the following statement)

The amendment changes the articles of incorporation to change the article that names the corporation.

The article in the Articles of Incorporation is amended to read as follows:

The name of the corporation is (state the new name of the corporation below)

EMCO WHEATON USA, INC.___________________________________________________

The name of the entity must contain an organizational ending or accepted abbreviation of such term The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for "name availability" is recommended.

Article 3 –Amendment to Registered Agent/Registered Office

The amendment changes the articles of incorporation to change the article stating the registered agent and the registered office address of the corporation. The article is amended to read as follows:

Registered Agent of the Corporation

(Complete either A or B, but not both. Also complete C.)

[ X ] A. The registered agent is an organization (cannot be corporation named above)by the name of:

CT CORPORATION                                                                                                                        

OR

[ ] B. The registered agent is an individual resident of the state whose name is set forth below.

First Name MI Last Name Suffix

Registered Office of the Corporation (Cannot be a P.O. Box.)

C. The business address of the registered agent and the registered office address is:
Street Address	City	State	Zip Code
350 N. St. Paul Street	Dallas	TX	75201

Article 4 — Other Altered, Added, or Deleted Provisions

Other changes or additions to the articles of incorporation may be made in the space provided below. If the space provided

is insufficient to meet your needs, you may incorporate the additional text by providing an attachment to this form. Please

read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

Article 5—Date of Adoption

The date of the adoption of the amendment(s) by the shareholders of the corporation, or by the board

of directors where no shares have been issued is May 24, 2004                                                                                     

Article 6—Statement of Approval

The amendments to the articles of incorporation have been approved in the manner required by the Texas Business Corporation Act and by the constituent documents of the corporation.

Effective Date of Filing

A. [ X ] This document will become effective when the document is filed by the secretary of state.

OR

B. [ ] This document will become effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state. The delayed effective date is

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a false or fraudulent document.

5/27/04   /s/ Tracy D. Pagliara             

Signature of Authorized Officer Date

[STATE SEAL] Office of the Secretary of State Corporations Section P.O. Box 13697 Austin, Texas 78711-3697 FILED
In the Office of the
Secretary of State of Texas NOV 2 9 2004 Corporations Section

______________________________________________________________________________

CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1.The name of the entity is______EMCO WHEATON USA, INC.

		and the file number issued to the entity by the secretary of state is	800198596
2.	The entity is: (Check one.)

( a business corporation, which has authorized the changes indicated below

through its board of directors or by an officer of the corporation so

authorized by its board of directors, as provided by the Texas Business Corporation Act.

• a non-profit corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so

authorized by its board of directors, or through its members in whom management of the corporation is vested pursuant to article 2.14C, as

provided by the Texas Non-Profit Corporation Act.

• a limited liability company, which has authorized the changes indicated

below through its members or managers, as provided by the Texas Limited Liability Company Act.

• a limited partnership, which has authorized the changes indicated below

through its partners, as provided by the Texas Revised Limited Partnership

Act.

• an out-of-state financial institution, which has authorized the changes

indicated below in the manner provided under the laws governing its

formation.

3. The registered office address as PRESENTLY shown in the records of the Texas

secretary of state is

4. [ X ]The address of the NEW registered office is: (Please provide street address, city,

state and zip code. The address must be in Texas.)

701 Brazos Street, Suite 1050, Austin, TX 78701

OR [ ] The registered office address will not change.

5. The name of the registered agent as PRESENTLY shown in the records of the Texas

secretary of state is CT CORPORATION

Corporation Service Company d/b/a

CSC-Lawyers Incorporating Service

6. [ X ]A. The name of the NEW registered agent is Company

OR [ ] B. The registered agent will not change.

7. Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law.

By:    /s/ Tracy D. Pagiliara                                                   

(A person authorized to sign

on behalf of the entity)

INSTRUCTIONS

1. It is recommended that you call (512) 463-5555 to verify the information in items 3 and 5 as it currently appears on the records of the secretary of state before submitting the statement for filing. You also may e-mail an inquiry to corpinfo@sos.state.tx.us As

information on out-of-state financial institutions is maintained on a separate database, a financial institution must call (512) 463-5701 to verify registered agent and registered office information. If the information on the form is inconsistent with the records of this office, the statement will be returned.

2. You are required by law to provide a street address in item 4 unless the registered office

is located in a city with a population of 5,000 or less. The purpose of this requirement is

to provide the public with notice of a physical location at which process may be served

on the registered agent. A statement submitted with a post office box address or a lock

box address will not be filed.

3. An authorized officer of the corporation or financial institution must sign the statement. In the case of a limited liability company, an authorized member or manager of a limited liability company must sign the statement. A general partner must sign the statement on behalf of a limited partnership. A person commits an offense under the Texas Business Corporation Act, the Texas Non-Profit Corporation Act or the Texas Limited Liability Company Act if the person signs a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing. The offense is a Class A misdemeanor.

4. Please attach the appropriate fee:

Business Corporation	$15.00
Financial Institution, other than Credit Unions	$15.00
Financial Institution that is a Credit Union	$ 5.00
Non-Profit Corporation	$ 5.00
Limited Liability Company	$10.00
Limited Partnership	$50.00

Personal checks and MasterCard®, Visa®, and Discover® are accepted in payment of

the filing fee. Checks or money orders must be payable through a U.S. bank or other financial institution and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily authorized processing cost of 2.1% of the total fees.

5. Two copies of the form along with the filing fee should be mailed to the address shown in the heading of this form. The delivery address is: Secretary of State, Statutory

Filings Division, Corporations Section, James Earl Rudder Office Building, 1019 Brazos,

Austin, Texas 78701. We will place one document on record and return a file stamped copy, if a duplicate copy is provided for such purpose. The telephone number is (512)

463-5555, TDD: (800) 735-2989, FAX: (512) 463-5709.

Form No. 401

Revised 9/99

Comptroller		05-102
of Public		(Rev. 7-03/22)                  3333
Accounts					b. •
FORM									04272222131
								Do not write in the space above
___ Code		[ X ]• 13196 Franchise                  [ ] • 16196 Bank					c. Taxpayer identification number			d. Report year
TEXAS FRANCHISE TAX							• 0616919642			• 2004
PUBLIC INFORMATION REPORT
MUST be filed to satisfy franchise tax requirements
	_________________________		Corporation name and address	____________________
__MCO WHEATON USA, INC.						e. PIR / IND • o 1.2.3.4
A/K/A SYLTONE MARINE, INC.						Secretary of State file number or, if none, Comptroller uncharted number
__111 JACKRABBIT ROAD
HOUSTON, TX. 77095						g. •					•
						Item k on Franchise
						Tax Report Form 05-142

_________________________

___________ preprinted information is not correct, please type or print the correct information.

________ following information MUST be provided for the Secretary of State (SOS) by each corporation or limited liability

company that files a Texas Corporation Franchise Tax Report. Use additional sheets for Sections A, B, and C, if necessary.

________ information will be available for public inspection.

( Check here if there are currently no changes to the information preprinted in Section A

of this report. Then, complete Sections B and C.

Corporation’s principal office SAME AS ABOVE				Please sign below! Officer and director information is reported as of the date a Public Information Report is completed. The information is updated annually as part of the franchise tax report. There is no requirement or procedure for supplementing the information as officers and directors change throughout the year.
Principal place of business SAME AS ABOVE
SECTION A. Name, title, and mailing address of each officer and director.
NAME		TITLE		DIRECTOR					Term expiration (mm-dd-yyyy)
HELEN W. CORNELL		CHAIRPERSON			X		YES
MAILING ADDESS
__111 JACKRABBIT ROAD, HOUSTON, TX 77095
NAME		TITLE		DIRECTOR					Term expiration (mm-dd-yyyy)
__ECHAEL S. CARNEY		PRESIDENT			X		YES
MAILING ADDESS
__111 JACKRABBIT ROAD, HOUSTON, TX 77095
NAME		TITLE		DIRECTOR					Term expiration (mm-dd-yyyy)
TRACY D. PAGLIARA		V.P./SECRETARY			X		YES
MAILING ADDESS
__111 JACKRABBIT ROAD, HOUSTON, TX 77095
NAME		TITLE		DIRECTOR					Term expiration (mm-dd-yyyy)
					X		YES
MAILING ADDESS
__111 JACKRABBIT ROAD, HOUSTON, TX 77095
NAME		TITLE		DIRECTOR					Term expiration (mm-dd-yyyy)
					X		YES
MAILING ADDESS
__111 JACKRABBIT ROAD, HOUSTON, TX 77095
SECTION B.  List each corporation or limited liability company, if any, in which this reporting corporation or limited liability company owns at interest of   ten percent (10%) or more. Enter the information requested for each corporation or limited liability company.       NONE
Name of owned (subsidiary) corporation			State of incorporation			Texas SOS file number				Percentage interest
Name of owned (subsidiary) corporation			State of incorporation			Texas SOS file number				Percentage interest
SECTION C.  List each corporation or limited liability company, if any, that owns an interest of ten percent (10%) or more in this reporting corporation or limited liability company.    Enter the information requested for each corporation or limited liability company.
Name of owning (parent) corporation			State of incorporation			Texas SOS file number				Percentage interest
SYLTONE INDUSTRIES, LLC			DE							100.00
Registered agent and registered office currently on file. (See instructions if you need to make changes)
Agent	C T CORPORATION SYSTEM							Check this box if you need forms to change this information.
Office	350 N ST. PAUL STREET					~		Changes can also be made on-line at
	DALLAS, TX 75201							http //www ___ state.__.us corp _________________

declare that the information in this document and any attachments is true and correct to the best of my knowledge and belief, as of the date below, and that a copy of this report has __en mailed to each person named in this report who is an officer or director and who is not currently employed by this corporation or limited liability company or a related corporation.
Sign	„	Officer, director, or other authorized person	Title	Date	Daytime phone (Area Code and number)
Here		/s/   Helen W. Cornell	V.P. Finance	9-15-04	###-##-####

Certificate of Account Status - Letter of Good Standing Page 1 of 1

[SEAL OF THE OFFICE OF THE COMTROLLER OF TEXAS]

TEXAS COMPTROLLER OF PUBLIC ACCOUNTS

CAROLE KEETON STRAVHORN • COMPTROLLER • AUSTIN, TEXAS 78774

June 17, 2005

CERTIFICATE OF ACCOUNT STATUS

THE STATE OF TEXAS

COUNTY OF TRAVIS

I, Carole Keeton Strayhorn, Comptroller of Public Accounts of the State of

Texas, DO HEREBY CERTIFY that according to the records of this office

EMCO WHEATON USA INC

is, as of this date, in good standing with this office having no franchise

tax reports or payments due at this time. This certificate is valid through

the date that the next franchise tax report will be due November 15, 2005.

This certificate does not make a representation as to the status of the

corporation's Certificate of Authority, if any, with the Texas Secretary of

State.

This certificate is valid for the purpose of conversion when the converted

entity is subject to franchise tax as required by law. This certificate is

not valid for the purpose of dissolution, merger, or withdrawal.

GIVEN UNDER MY HAND AND

SEAL OF OFFICE in the City of Austin, this 17th day of June, 2005 A.D.

/s/Carole Keeton Strayhorn

Carole Keeton Strayhorn

Texas Comptroller

Taxpayer number: 10616919642

File number: 0800198596

Form 05-304 (Rev. 02-03/14)

Corporations Section		Roger Williams
P.O.Box 13697	[STATE SEAL]		Secretary of State

Austin, Texas 78711-3697

Office of the Secretary of State

The undersigned, as Secretary of State of Texas, does hereby certify that the document, Articles of Incorporation for EMCO WHEATON USA, INC. (filing number: 800198596), a Domestic Business Corporation, was filed in this office on April 30, 2003.

It is further certified that the entity status in Texas is active.

In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on June 17, 2005.

[STATE SEAL]

/s/ Roger Williams

Roger Williams

Secretary of State

Come visit us on the internet at http:llwww.sos.state.tx.us/

Phone: (512) 463-5555	Fax: (512) 463-5709		TTY: 7-1-1
Prepared by: SOS-WEB		Document: 9243790003

EX-3.12

Exhibit 3.12

BY-LAWS

OF

SYLTONE MARINE, INC.

a Texas corporation

ARTICLE 1.OFFICES

The registered office of the corporation in Texas shall be the Texas office of CT Corporation, but such address may be changed from time to time by the Board of Directors, which may also designate other offices for the corporation from time to time.

ARTICLE 2. SHAREHOLDER

2.1.         Meetings. The corporation has one shareholder. The shareholder will determine the time and place at which it will hold any annual, regular or special meeting.

2.2.         Written Consent. Any action which may be taken at a meeting of the shareholder, may be taken without a meeting and without prior notice, if a consent in writing (including, without limitation, electronic mail messages and writings transmitted by facsimile), setting forth the action so taken, is signed by the holders of all outstanding shares entitled to vote thereon. Such written consent or consents shall be filed with the minutes of the proceedings of the shareholder.

ARTICLE 3.DIRECTORS

3.1.         Number. The initial directors, who will hold office until the first annual meeting of the shareholder, are the three individuals named in the corporation’s Articles of Incorporation. Thereafter, the number of directors of the corporation shall be such number of individuals, not less than one, as are elected from time to time by the shareholder.

3.2.         Term. At each annual meeting of the shareholder, directors shall be elected to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy,

shall hold office until expiration of the term for which such director was elected, and until a successor has been elected and qualified (or the number of directors is reduced).

3.3.         Removal. Any or all of the directors may be removed, with or without cause, if such removal is approved by the vote or written consent of the shareholder.

3.4.         Vacancies. Vacancies on the Board of Directors (whether caused by death, resignation, removal, change in the authorized number of directors, or otherwise) may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until the expiration of the term for which elected and until such director’s successor has been elected and qualified (or the number of directors is reduced). The shareholder may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.

3.5.         Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-Law, immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Texas, for the holding of additional regular meetings without other notice than such resolution.

3.6.         Special Meetings. Special meetings of the Board of Directors may be called by the president or any two directors. The time and place of special meetings shall be designated in the notice of such meetings, which notice shall be given to each director (a) personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail or other electronic means, in each case at least 48 hours prior to the holding of the meeting, or (b) by mail, charges prepaid, addressed to the director at the director’s address as it is shown upon the records of the corporation at least four days prior to the holding of the meeting.

2

3.7.         Conference Telephone. Members of the Board of Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another, which shall constitute presence in person at such meeting.

3.8.         Written Consent. Any action by the Board of Directors may be taken without a meeting if all members of the board individually or collectively consent in writing (including, without limitation, electronic mail messages and writings transmitted by facsimile) to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the board and shall have the same force and effect as a unanimous vote of such directors.

ARTICLE 4.OFFICERS

4.1.         Offices. The officers of the corporation shall be a president and a secretary, and the corporation may also have such vice-presidents, a treasurer and other officers and assistant officers as may be determined by the Board of Directors. One person may hold any number of offices.

4.2.         Election; Term. The officers shall be chosen by the Board of Directors, and each shall hold office at the pleasure of the board or until such officer shall resign. Any officer may be removed, either with or without cause, by the Board of Directors.

4.3.         President. The president shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, the president shall in general supervise and control all of the business and affairs of the corporation. The president shall, when present, preside at all meetings of the shareholder and of the Board of Directors. The president may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, and deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where delegated by the Board of Directors or by these By-Laws to some other officer or agent of the

3

corporation or if required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

4.4.         Secretary. The secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the president, or a vice-president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the secretary by the president or by the Board of Directors.

4.5.         Other Duties. The officers shall have such additional authority and perform such other duties as may be determined by resolution of the Board of Directors.

ARTICLE 5. MISCELLANEOUS

5.1.         Share Certificates. Certificates representing shares of the corporation shall be signed by the president and by the secretary.

5.2.         Fiscal Year. The fiscal year of the corporation shall begin on the first day of April and end on the last day of March in each year, subject to the power of the Board of Directors to establish a different fiscal year from time to time.

4

5.3.         Corporate Seal. The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words “Corporate Seal.”

5.4.         Amendment. New bylaws may be adopted or these bylaws may be amended or repealed by the shareholder. Subject to the right of the shareholder as provided in the preceding sentence, bylaws (other than a bylaw or amendment thereof changing the authorized number of directors or otherwise restricted by applicable law, the articles of incorporation, or these bylaws to amendment or repeal by the shareholder) may be adopted, amended, or repealed by the Board of Directors.

5

HISTORICAL TABLE

Bylaws adopted effective April 30, 2003.

AMENDMENTS

Date Article/Section No.

6

EX-3.13

Exhibit 3.13

ARTICLES OF ORGANIZATION

OF

SYLTONE INDUSTRIES, LLC

To the Secretary of State of the Commonwealth of Kentucky:

The undersigned hereby forms and organizes a limited liability company pursuant to the Kentucky Limited Liability Company Act and adopts the following Articles of Organization of such limited liability company:

Article I

The name of the limited liability company is:

Syltone Industries, LLC

Article II

The name and street address of the registered agent is:

ON&W Services Company, LLC

1700 Citizens Plaza

500 West Jefferson Street

Louisville, Kentucky 40202-2874

Article III

The mailing address of the initial principal place of business of the limited liability company is:

2501 Constant Comment Place

Louisville, KY 40299

Article IV

The management of the limited liability company is reserved to managers elected and/or appointed in accordance with the operating agreement of the limited liability company. Only those elected or appointed as managers may bind the LLC, and no member, by reason of being a member, may bind the LLC. The authority of the managers shall be exercised in accordance with the operating agreement of the limited liability company.

Article V

The duration of the limited liability company shall be perpetual, save and until its dissolution in accordance with the Kentucky Limited Liability Company Act and the operating agreement of the limited liability company.

Article VI

Except as otherwise provided by Kentucky law, no member, manager, agent or employee of the limited liability company shall be personally liable for the debts, obligations, or liabilities of the limited liability company, whether arising in contract, tort or otherwise, or for the acts or omissions of any other member, manager, agent or employee of the limited liability company.

Date: October 13, 1999	/s/ Ernest W. Williams
	Ernest W. Williams, Organizer

This Instrument Prepared By:

        /s/ Ernest W. Williams          

Ernest W. Williams

Ogden Newell & Welch

1700 Citizens Plaza

500 West Jefferson Street

Louisville, KY 40202

(502) 582-1601

Consent of Initial Agent for Service of Process to Serve

ON&W Services Company, LLC, having a principal place of business of 1700 Citizens Plaza, 500 West Jefferson Street, Louisville, Kentucky 40202-2874, hereby agrees and consents to serve as registered office and agent for service of process of Syltone Industries, LLC.

ON&W SERVICES COMPANY, LLC

By:         /s/ Lisa Ann Vogt
	Lisa Ann Vogt, Manager

ARTICLES OF MERGER

OF

SYLTONE INDUSTRIES, INC.

INTO

SYLTONE INDUSTRIES, LLC

To: The Secretary of State of the Commonwealth of Kentucky

Pursuant to Section 275.360 of the Kentucky Limited Liability Company Act, the undersigned surviving entity submits these Articles of Merger as follows:

1.           The constituent business entities are (1) SYLTONE INDUSTRIES, INC. a Delaware corporation (“Corporation”), and (2) SYLTONE INDUSTRIES, LLC, a Kentucky limited liability company (“LLC”).

2. The plan of merger is as follows:

(a) The constituent business entities are (1) SYLTONE INDUSTRIES, INC. a Delaware corporation (“Corporation”), and (2) SYLTONE INDUSTRIES, LLC, a Kentucky limited liability company (“LLC”), which is the surviving business entity.

(b) The Corporation is merged into the LLC. The LLC is the surviving company and its name will not change as a result of merger. Limited liability is retained by the surviving business entity.

(c) As a result of the merger, (1) each share of Common Stock in the Corporation which is issued and outstanding immediately before the merger, shall, by virtue of the merger and without any action on the part of the holder thereof, be converted into one unit of membership interest in the LLC; and (2) each unit of membership interest in the LLC outstanding immediately before the merger, shall, by virtue of the merger and as of the effective date of the merger, cease to exist.

(d) The Articles of Organization of the LLC shall be the Articles of Organization of the surviving company, without any amendment or change as a result of the merger.

3.            The plan of merger was duly authorized and approved by each constituent business entity in accordance with KRS 275.350.

4.            These Articles of Merger shall be effective upon filing with the Secretary of State of the Commonwealth of Kentucky.

Dated: October 27, 1999

SYLTONE INDUSTRIES, INC. By:        /s/ D. Glyn John		SYLTONE INDUSTRIES, LLC By:        /s/ D. Glyn John
	D. Glyn John, Chairman		D. Glyn John, Manager

This instrument prepared by:

        /s/ Ernest W. Williams          

Ernest W. Williams

OGDEN NEWELL & WELCH

1700 Citizens Plaza

500 West Jefferson Street

Louisville, Kentucky 40202

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF ORGANIZATION

OF

SYLTONE INDUSTRIES, LLC

The undersigned sole common member of Syltone Industries, LLC (the “Company”), a limited liability company organized and existing under and by virtue of the Kentucky Limited Liability Company Act (the “Act”), does hereby certify that:

FIRST: The name of the Company is “Syltone Industries, LLC”.

SECOND:        On September 7, 2004, the sole member of the Company adopted the following resolution, in accordance with Section 275.175 of the Act and the operating agreement of the Company, to amend the Articles of Organization of the Company in accordance with Section 275.030 of the Act:

RESOLVED, that Article I of the Articles of Organization of the Company shall be deleted in its entirety and replaced with the following language:

“Article I

The name of the limited liability company is Gardner Denver Drum, LLC.”

[Signature page follows]

                              IN WITNESS WHEREOF, the undersigned, being the sole common member of Syltone Industries, LLC, has caused these Articles of Amendment to be executed by the undersigned this 7^th day of September 2004.

GARDNER DENVER INDUSTRIES PLC

(formerly Syltone Industries plc)

        /s/ Tracy D. Pagliara         

By:	Tracy D. Pagliara
Its:	Director

EX-3.14

Exhibit 3.14

OPERATING AGREEMENT

OF

SYLTONE INDUSTRIES, LLC

A LIMITED LIABILITY COMPANY

ORGANIZED PURSUANT TO THE LAWS OF KENTUCKY

AMENDED AND RESTATED

EFFECTIVE AS OF APRIL 30, 2003

ARTICLE I

DEFINITIONS

The following terms used in this Operating Agreement shall have the following meanings (unless otherwise expressly provided herein):

(a) “Act” shall mean the Kentucky Limited Liability Company Act, as amended.

(b)          “Articles of Organization” shall mean the Articles of Organization of the Company as filed with the Secretary of State of Kentucky as the same may be amended from time to time.

(c)           “Code” shall mean the Internal Revenue Code of 1986 or corresponding provisions of subsequent superseding federal revenue laws.

(d)	“Common Members” means the Members owning Common Membership Interests.
(e)	“Company” shall mean Syltone Industries, LLC.

(f)           “Director”         shall mean each person elected to the Board of Directors of the Company by the Common Members.

(g)           “Majority” shall mean Membership Interests which taken together exceed 50% of the issued and outstanding Membership Interests of the class or classes specified. With respect to any vote of the Directors, Majority shall mean more than one-half of the Directors.

(h)          “Member” shall mean each of the parties who executes a counterpart of this Operating Agreement as a Member and such persons who become Members by virtue of a merger of an entity into the Company or as provided in Article VI.

(i)            “Membership Interest” shall mean a Member’s entire interest in the Company including such Member’s economic interest in the Company and the right, if any, to participate in the management of the business and affairs of the Company, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Operating Agreement and the Act. As more fully set forth in Article IV below, Membership Interests are divided into Common Membership Interests and Preferred Membership Interests.

(j)            “Operating Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.

(k) “Preferred Members” means the owners of Preferred Membership Interests.

ARTICLE II

FORMATION OF COMPANY

2.01        Formation. On October 15, 1999, the Company was organized as a Kentucky limited liability company under the name Syltone Industries, LLC.

2.02       Purpose. The purpose of the Company shall be to conduct any business which may lawfully be conducted by a limited liability company under the Act.

2.03       Registered Office and Agent. The initial registered office in Kentucky shall be as set forth in the Company’s Articles of Organization. The registered agent and registered office may be changed from time to time by the Company’s Board of Directors.

2.04       Other Offices. The Company may also have such other offices at such other places as the Board of Directors may from time to time determine or the business of the Company may require.

2.05       Amendments. Except as may be otherwise expressly provided herein, this Operating Agreement may be amended by a Majority of the Common Members. However, no amendment to this Operating Agreement having the purpose or effect of altering the rights of the Preferred Membership Interests, or of creating a class of interests having superior rights to the Preferred Membership Interests or of increasing the authorized number of Preferred Membership Interests, may be made without the approval of a Majority of both the Common Members and Preferred Members.

2.06        Seal. The seal (if any) of the Company may be adopted by the Board of Directors and may be changed from time to time in the discretion of the Directors. The presence or absence of the seal on or from a writing shall neither add to nor detract from the legality thereof nor affect its validity in any manner or respect.

2.07       Interpretation and Application. The Company has been created for the purpose of effecting the conversion of Syltone Industries, Inc., a Delaware corporation (the “Corporation”), (formerly named Drum Industries, Inc.) from being a corporation to being a limited liability company. All resolutions of the Corporation’s Shareholders or Board of Directors which were in effect as of the time of the merger will continue in effect as resolutions of the Company until such time as amended or rescinded by the Members or the Board of Directors of the Company, for which purpose it is understood that the Members are the equivalent of the shareholders of the Corporation, the Board of Directors of the Company is the equivalent of the Board of Directors of the Corporation, and the officers of the Company are equivalent to the officers of the Corporation.

ARTICLE III

NAMES AND ADDRESSES OF MEMBERS

3.01       Names and Addresses. The names and addresses of the Members are set forth on Schedule A to this Operating Agreement.

ARTICLE IV

RIGHTS, DUTIES AND OBLIGATIONS OF BOARD OF DIRECTORS, MANAGERS &

MEMBERS

4.01       Limitation of Liability. To the fullest extent permitted by law, no Member, Manager, agent or employee of the Company shall be personally liable for the debts, obligations, or liabilities

of the Company, whether arising in contract, tort or otherwise, or for the acts or omissions of any other Member, Director, Manager, agent or employee of the Company.

4.02	Membership Interests.
	(a)	Subject to the terms of this Section 4.02, the Company shall have authority

to create and issue Membership Interests which are divided into classes as follows:

(1)           up to 12,000 units of Preferred Membership Interests, which shall have no voting rights; and

(2)           an unlimited number of units of Common Membership Interests, with each unit being entitled to one vote.

(b) The preferences, limitations, and relative rights in respect of the units of

each class are as follows:

(1)        PREFERRED MEMBERSHIP INTERESTS. The Board of Directors is authorized to provide for the issuance of up to 12,000 units of Preferred Membership Interests in one or more transactions, for consideration of $100.00 per unit. No holder of Preferred Membership Interests shall have the right to vote in the election of Directors or upon any other matter or question except as may be otherwise required by Section 2.05 herein. The preferences, limitations and relative rights of the Preferred Membership Interests are as follows:

(A)          Dividend Rate. Out of the assets of the Company which are by law available for the payment of dividends, the holders of units of Preferred Membership Interests shall be entitled to receive, as and when declared by the Board of Directors, cumulative cash dividends at the rate of $2.00 per unit per annum, payable in semi-annual installments on the last days of September and March of each year. The holders of Preferred Membership Interests shall be entitled to no other dividends.

(B)          Dividend Preference. So long as any units of Preferred Membership Interests are outstanding, unless full cash dividends on the units of Preferred Membership Interests for all past semi-annual periods shall have been paid and a full cash dividend for the semi-annual period in which such declaration, distribution, purchase, redemption, or acquisition occurs shall have been paid or shall have been declared and a sum sufficient for the payment thereof set aside, no dividends shall be declared and no distribution made on any units of Common Membership Interests, nor shall any units of Common Membership Interests be purchased, redeemed or otherwise acquired for value by the Company; provided, however, that the foregoing restrictions shall not apply to the acquisition of any Common Membership Interests solely in exchange for or solely out of the proceeds of issuance of additional Common Membership Interests.

(C)        Liquidation Preference. In the event of any liquidation, dissolution or the winding up of the affairs of the Company, the holders of Preferred Membership Interests shall be entitled to be paid in full out of the assets of the Company the sum of One Hundred Dollars ($100.00) per unit, together with all unpaid dividends accrued or accumulated thereon, before any amount shall be paid out of such assets to the holders of Common Membership Interests. Neither the consolidation or merger of the Company with or into any other Entity or

Entities nor any sale, lease or conveyance of all or any part of the property or business of the Company shall be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of this paragraph (C).

(2)           COMMON MEMBERSHIP INTERESTS. Units of Common Membership Interests may be issued from time to time for such consideration as is approved by the Board of Directors. The holders of Common Membership Interests shall have full and exclusive voting powers, except as may be otherwise required by section 2.05. Upon the dissolution of the Corporation, subject to satisfaction of any preferential rights to which holders of Preferred Membership Interests may be entitled, holders of units of Common Membership Interests shall be entitled to receive the net assets of the Company.

(3) PREEMPTIVE RIGHTS. No Member shall have preemptive rights.

(c)           On the date of this Agreement, Membership Interests in the Company are allocated as set forth on Schedule A. Schedule A shall be deemed amended to recognize any permissible Transfer of a Membership Interest, any issuance of a Membership Interest unit to a Member or to an additional Member or as otherwise required.

4.03       Management. Pursuant to the Company’s Articles of Organization, the management of the Company’s business and affairs is vested in such managers as are elected or appointed in accordance with this Operating Agreement. Those managers are designated herein as “Directors” or as “Officers” and have such relative powers as are set forth herein. Any document or action which is otherwise duly authorized and which is required by law to be executed or taken by a manager of the Company may be executed or taken by a Director or Officer, who may refer to herself or himself as a manager of the Company, provided that the Directors may from time to time specify that only particular persons or classes of persons are authorized to execute certain documents or take certain actions on behalf of the Company.

4.04 Meetings of the Members.

(a)           Annual Meetings of the Common Members. Unless otherwise specified by notice, the annual meeting of the Common Members shall be held at the principal office of the Company. At the annual meeting, the Common Members shall elect Directors and transact such other business as may properly come before it. The meeting shall be held each year on a date to be set by the Board of Directors or a Majority of the Common Members.

(b)          Special Meetings. Special meetings of the Members may be called at any time by: (i) the President of the Company or (ii) the holders of at least 51% of all votes entitled to be cast on the issue to be considered at the special meeting, provided that such Members sign, date, and deliver to the Company’s Secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Within 20 days after the meeting is demanded, the Secretary shall fix a date, time, and place for such meeting, either within or without the Commonwealth of Kentucky, and shall give notice of such meeting in accordance with this Operating Agreement. If no place is specified, then the special meeting shall be held at the Company’s principal office. Only business within the purpose or purposes described in the meeting notice may be conducted at the special meeting.

(c)           Notice. The Company shall give notice of all annual and special meetings of the Members no fewer than ten nor more than 60 days before the date of such meeting to each Member entitled to vote at such meeting as of the record date. In the case of a special meeting, such notice shall state the place, date, time, and the purpose or purposes for which the meeting is called. Such notice shall be in writing addressed to each Member entitled to vote at such meeting and transmitted by regular United States mail, postage prepaid, to the address of the Member as it appears on the records of the Company (which shall be irrefutably presumed to be correct unless such Member shall have filed with the Secretary of the Company a written notice of change of address). Any and all notices for meetings may be waived by any Member by submitting a signed waiver either before or after the meeting or by attendance at the meeting unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. The execution of such a written consent shall constitute a waiver of notice with respect to the actions taken in the consent even if the consent does not expressly contain a waiver clause.

(d)          Quorum. The presence, in person or by proxy, of the holders of a Majority of the issued and outstanding Membership Interests entitled to vote thereon shall be necessary to constitute a quorum for the transaction of business at all meetings of the Members.

(e)           Voting. A Member entitled to vote at a meeting may vote at such meeting in person or by proxy. Any action approved by a Majority of the votes entitled to be cast on the issue will be deemed approved by the Members (unless a greater percentage is required elsewhere herein).

(f)           Proxies. A Member may appoint a proxy to vote or otherwise act for him by signing an appointment form, either personally or by his attorney-in-fact. A telegram or cablegram appearing to have been transmitted by the proper person or a photographic, photostatic, or equivalent reproduction of a writing appointing a proxy shall be deemed to be a sufficient, signed appointment form. Appointment of a proxy shall be effective when the appointment form is received by the Secretary of the Company. An appointment shall be valid for eleven months unless a longer period is expressly provided in the appointment form. An appointment of a proxy shall be revocable by the Member unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of: (a) a pledgee; (b) a person who purchased or agreed to purchase the shares; (c) a creditor of the Company who extended the Company credit under terms requiring the appointment; (d) an employee of the Company whose employment contract requires the appointment; or (e) a party to a voting agreement. The death or incapacity of the Member appointing a proxy shall not affect the right of the Company to accept the proxy’s authority unless notice of the death or incapacity is received by the Secretary of the Company before the proxy exercises his authority under the appointment.

(g)           80% Consent. Any action of the Members required or permitted by the Act to be taken at a Members’ meeting may be taken without a meeting and without prior notice if the action is taken by Members entitled to vote on the action representing not less than 80% of the votes entitled to be cast. Notwithstanding the foregoing, prompt notice of the taking of such action shall be given to those Members entitled to vote on the action who have not consented to the action in writing. Action taken under this § 4.04(g) shall be evidenced by one or more written consents describing the action taken, signed by the Member or his proxy taking the action, and delivered to the Company for inclusion in the minutes for filing with the Company records. Action taken under this section shall be effective when consents representing the votes necessary to take the action

under this section are delivered to the Company, unless a different date is specified in the consents, in which case such different date shall control. Any Member giving a consent under this § 4.04(g) may revoke the consent by a writing received by the Company prior to the time that consents representing the votes required to take the action under this § 4.04(g) have been delivered to the Company, but may not do so thereafter. A consent signed under this § 4.04(g) shall have the effect of a meeting vote and may be described as such in any document.

4.05 Board of Directors.

(a)           Number and Qualifications. The entire Board of Directors shall consist of such number of individuals as are elected from time to time by the Common Members.

(b)          Term of Office. Directors shall be elected at the annual meeting of the Common Members or at a special meeting of the Common Members called for that purpose. Directors shall serve at the pleasure of the Common Members. Each Director shall continue to serve until his successor is elected and qualifies, is removed by the Common Members or there is a decrease in the number of Directors.

(c)           Annual and Regular Meetings. The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business of the Company as soon as practical after the adjournment of the annual meeting of the Common Members. Regular meetings of the Board of Directors shall be held at such times as the Board of Directors may from time to time determine.

(d)           Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or, upon request of a majority of the total number of Directors, by the Secretary of the Company. In the event of the call of a special meeting of the Board of Directors by a majority of the total number of Directors, the Secretary shall give notice of such meeting no more than ten days after receipt of such request.

(e)           Participation. Any or all Directors may participate in any meeting, whether a regular or special meeting, or conduct the meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during this meeting. A Director participating in a meeting by this means shall be deemed to be present in person at the meeting. Directors may not vote by proxy.

(f)           Notice of Meetings. No notice need be given of any regular meeting of the Board of Directors. Notice of special meetings shall be served upon each Director in person or by mail addressed to the Director at his last known post office address, at least two days prior to the date of such meeting. Notices of special meetings shall contain the date, time, and place of the meeting, but shall not require a description of the purpose of such special meeting.

(g)           Place of Meeting. The Board of Directors shall hold its meetings at the principal office of the Company unless such other place may be designated in the notice of such meeting. Meetings of the Board of Directors, upon proper notice, may be held either within or without the Commonwealth of Kentucky at such place as may be designated in the notice of such meeting.

(h)          Waiver of Notice of Meetings. A Director may waive any notice of such meeting as required by this Operating Agreement before or after the date and time of the meeting stated in the notice. The waiver shall be in writing, signed by the Director entitled to the notice, and filed with the minutes of such meetings. A Director’s attendance at or participation in a meeting shall waive any required notice to him of the meeting, unless the Director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. The execution of a written consent described in this section shall constitute a waiver of notice with respect to the actions taken in the consent even if the consent does not expressly contain a waiver clause.

(i)            Action Without Meeting. Action to be taken at a Board of Directors meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents describing the action taken, signed by each Director, and included in the minutes or filed with the corporate records reflecting the action taken. Any action taken under this section shall be effective when the last Director signs the consent, unless the consent specifies a different effective date. A consent signed under this section shall have the effect of a meeting vote and may be described as such in any document.

(j)            Quorum. At any meeting of the Board of Directors, the presence of a majority of the elected and qualified members of the Board of Directors shall be necessary to constitute a quorum for the transaction of business.

(k)           Voting. If a quorum is present when a vote is taken, the affirmative vote of a majority of Directors present shall be the act of the Board of Directors.

(l)           Vacancies. If a vacancy occurs on the Board of Directors, for whatever reason, the vacancy shall be filled promptly by a majority vote of all of the remaining Directors (even if the Directors remaining in office constitute fewer than a quorum of the Board). If there are no remaining Directors, the vacancy shall be filled by a Majority of the Common Members.

(m)         Removal of Directors. Any Director may be removed by a Majority of the Common Members either with or without cause, at any time, at any special meeting called for that purpose or at the annual meeting of the Common Members.

(n)          Resignation. A Director may resign at any time by delivering a written notice to the Board of Directors, its Chairman, or to the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

(o)          Committees. The Board of Directors may create an executive committee or one or more other committees which may exercise such powers of the Board of Directors as are delegated to the committee.

(p)          Compensation. Each Director may receive compensation for his services to the Company in an amount fixed from time to time by the Board of Directors.

4.06 Officers and Qualifications.

(a)           Officers. The Company may have a Chief Executive Officer and a Secretary, whose duties are set forth in this Operating Agreement. The Board of Directors may appoint from

time to time one or more other officers or assistant officers and prescribe their duties. The same individual may simultaneously hold more than one office in the Company, including the offices of Chief Executive Officer and Secretary.

(b) Election. All officers shall be elected or appointed by the Board of

Directors.

(c)           Removal of Officers. Officers may be removed at any time either with or without cause by action of the Board of Directors.

(d) Duties of Officers. The Officers shall perform the following duties:

(1)           Duties of Chief Executive Officer. The Chief Executive Officer shall also have the title of either Chairman of the Board or President. If the Company has both a Chairman of the Board and a President, the Board of Directors shall designate which of them shall be the Chief Executive Officer. The Chief Executive Officer of the Company shall, subject to the control of the Board of Directors, in general supervise and control all of the business and affairs of the Company, including but not limited to, the authority to employ (and to discharge) subordinate employees and to fix and prescribe their duties, all as may be required or deemed advisable for the conduct of the business of the Company. The Chief Executive Officer may sign certificates for the shares of the Company, deeds, mortgages, bonds, contracts, checks, drafts, obligations of the Company, United States Government or other bonds, all other securities of every kind for the Company, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to other officers or agents of the Company or shall be required by law to be otherwise signed and executed. The Chief Executive Officer shall perform such other duties and responsibilities from time to time prescribed by the Board of Directors.

(2)           Duties of Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Members, shall attend to the giving of notice of meetings of the Board of Directors and of Members as required by this Agreement, and shall be responsible for the authenticating of records of the Company. In addition to the foregoing, the Secretary shall perform such other duties and responsibilities from time to time prescribed by the Board of Directors.

(e)          Compensation of Officers. The President may receive such salary or other compensation as may be fixed from time to time by the Board of Directors. Other officers may receive such salary or other compensation as may be fixed from time to time by the Board of Directors or the President.

4.07       Dividends. The Board of Directors may, but are not required to, authorize, and the Company may pay, dividends to the Members subject to the limitations of this Article and the rights pertaining to any Preferred Membership Interests. No dividend shall be paid if, after giving it effect: (a) the Company would not be able to pay its debts as they become due in the usual course of business; or (b) the Company’s total assets would be less than the sum of its total liabilities. The Directors may base a determination that dividends are not prohibited under this Article either on financial statements prepared on the basis of accounting practices and principles that are reasonable

in the circumstances, on a fair valuation, or any other method that is reasonable in the circumstances.

4.08       Agency. The Board of Directors may authorize any officer(s) or agent(s) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Company, and such authority may be general or confined to specific instances.

ARTICLE V

CERTIFICATES, TRANSFERS OF MEMBERSHIP INTERESTS

5.01       Certificates. Membership Interests in the Company shall be represented by certificates as approved by the Board of Directors. The certificates shall be numbered consecutively and in the order in which they are issued, and each certificate shall state on its face the Company name, that the Company is organized under the laws of Kentucky, the registered holder’s name, the number and, if applicable, class of Membership Interests represented thereby, and the date of issuance of such certificate. All certificates representing Membership Interests issued by the Company shall have noted conspicuously thereon reference to the restrictions on sale or transfer which may be from time to time contained in this Operating Agreement or in any other agreement entered into between or among the Members and/or the Company. Any two managers may sign the certificates. Each certificate evidencing ownership of a number of shares in the Corporation immediately prior to the merger of the Corporation into the Company shall, following the merger, continue to evidence ownership of that number of units of the respective class of Membership Interests into which such shares were converted as part of the merger.

5.02      Returned Certificates. All certificates for Membership Interests returned to the Company for transfer shall be marked “Canceled” or “Void” with the date of cancellation, and the transaction shall be immediately noted in the transfer book of the Company. The returned certificate may be inserted in the certificate book or may be destroyed.

5.03       Lost Certificates. The Board of Directors may direct a new certificate(s) theretofore issued by the Company alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate(s) to be lost or destroyed. When authorizing such issue of new certificate(s), the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate(s), or the owner’s legal representative, to advertise the same in such manner as it shall require and/or give the Company a bond in such sum as it may direct as indemnity against any claim that may be made against the Company with respect to the certificate(s) alleged to have been lost or destroyed.

5.04 Transfer of Membership Interest.

(a)          Membership Interests in the Company shall be assignable and transferable only on the books and records of the Company by the registered owner, or by his duly authorized attorney-in-fact, upon surrender of the certificate duly and properly endorsed with proper evidence of authority to transfer. The Company shall issue a new certificate for the Membership Interests surrendered to the person or persons entitled thereto.

(b) The Company shall not be obligated to recognize any transfer which:

(1)	is not of all attributes of a Membership Interest;
(2)	is not of a whole number of units of Membership Interests;

(3)           is not memorialized in a written document setting forth the date of transfer and the whole number of units of Membership Interests transferred;

(4)           is not accompanied by all information required by the Company to incorporate all necessary information regarding the transferee in the records of the Company and in this Operating Agreement;

(5)           is not accompanied by the written consent of the transferee agreeing to be bound by the terms of this Operating Agreement; and

(6) is not made in accordance with this Operating Agreement.

(c)           Schedule A shall be amended to recognize any permissible transfer of a Membership Interest.

ARTICLE VI

ADDITIONAL MEMBERS

6.01       Admission of New Members. From the date of the formation of the Company, any individual or entity acceptable to the Board of Directors may become a Member of this Company by the issuance by the Company of Membership Interests for such consideration as the Board of Directors shall determine. Schedule A shall be amended to recognize the admission of any additional Member.

6.02      Acceptance of Operating Agreement. No additional Members shall become a Member prior to the execution of a written document agreeing to be bound by the terms of this Operating Agreement.

6.03       Allocation on Admission of New Member. No new Member shall be entitled to any retroactive allocation of losses, income or expense deductions incurred by the Company. The Company may, at the time a Member is admitted, close the Company books (as though the Company’s tax year had ended) or make pro rata allocations of loss, income and expense deductions to a new Member for that portion of the Company’s tax year in which a Member was admitted in accordance with the provisions of Code § 706(d) and the Regulations promulgated thereunder.

ARTICLE VII

DISSOLUTION AND TERMINATION

7.01 Dissolution.

(a)           The Company shall be dissolved by the written agreement of a Majority of the Common Members. In addition, the Company may be dissolved judicially or administratively as

directed by the Act. The withdrawal, death, disability, insanity, bankruptcy, dissolution and/or liquidation of a Member shall not dissolve the Company.

(b)          Except as expressly permitted in this Operating Agreement, no Member may voluntarily withdraw from the Company. No event of disassociation shall cause the dissolution of the Company.

7.02       Effect of Dissolution. Upon the dissolution of the Company, it shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, but its separate existence shall continue until a certificate of dissolution has been issued by the Kentucky Secretary of State or until a decree dissolving the Company has been entered by a court of competent jurisdiction.

7.03 Winding-up, Liquidation and Distribution of Assets.

(a)          Upon dissolution, an accounting shall be made of the Company’s accounts, assets, liabilities and operations from the date of the last previous accounting until the date of dissolution.

(b)          If the Company is dissolved and its affairs are to be wound up, the Members shall:

(1)           Sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Members may determine to make in kind distributions of assets to the Members);

(2)           Discharge all liabilities of the Company, including liabilities to Managers and Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company; and

(3)           Distribute the remaining assets to the Members in accordance with their relative rights and preferences.

(c)           Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.

(d)         The Company shall comply with any applicable requirements of law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.01       Notices. Any notice, demand, or communication required or permitted to be given by any provision of this Operating Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party to whom the same is directed or, if sent by registered or certified mail, postage and charges prepaid, addressed to the Member’s and/or Company’s address, as appropriate, which is set forth in this Operating Agreement or, in the case of

the Company, in the Articles of Organization (as amended). Except as otherwise provided herein, any such notice shall be deemed to be given three business days after the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as aforesaid.

8.02       Application of Kentucky Law. This Operating Agreement, and the application and interpretation hereof, shall be governed exclusively by its terms and by the internal laws of the Commonwealth of Kentucky and specifically the Act, without reference to choice of laws.

8.03      Waiver of Action for Partition. Prior to the dissolution and termination of the Company and the distribution of its assets in accordance with this Operating Agreement, each Member irrevocably waives during the term of the Company any right that it may have to maintain any action for partition with respect to the property of the Company.

8.04       Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Operating Agreement, their respective heirs, legal representatives, successors and assigns.

8.05       Creditors. None of the provisions of this Operating Agreement shall be for the benefit of or enforceable by any creditor of the Company or of a Member.

8.06       Counterparts. This Operating Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

WITNESS the hands of the Members, signifying acceptance of the foregoing Operating Agreement of the Company, which shall replace the previous Operating Agreement dated October 15, 1999, effective as of April 30, 2003.

COMMON MEMBER:

Syltone Industries plc

By:     /s/                                                               

Title:

PREFERRED MEMBER:

Emco Wheaton Corp.

By:     /s/                                                                

Title:

Schedule A to Operating Agreement

of

Syltone Industries, LLC

Names, Addresses and Membership Interests of Members

Member’s Name and Address	Units of Common Membership Interest	Units of Preferred Membership Interest
Syltone Industries plc 10 Park Gate, Bradford West Yorkshire BD1 5BS, England	1,000	0
Emco Wheaton Corp., a corporation organized under the laws of the Province of Ontario (Canada), corporation no. 895992568 2480 Bristol Circle Oakville, Ontario Canada L6H5S1	0	10,000
TOTAL

As effective April 30, 2003.

EX-3.15

Exhibit 3.15

DelawarePAGE 1

The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “GARDNER DENVER HOLDINGS INC.” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE THIRTY-FIRST DAY OF MARCH, A.D. 1992, AT 2 O ‘CLOCK P.M.

CERTIFICATE OF OWNERSHIP, FILED THE TWENTY-EIGHTH DAY OF JANUARY, A.D. 1993, AT 1:30 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE TWENTY-NINTH DAY OF JANUARY, A.D. 1993.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “NORAMPTCO, INC.” TO “GARDNER DENVER HOLDINGS INC.”, FILED THE NINTH DAY OF AUGUST, A.D. 1996, AT 9 O’CLOCK A.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE FIFTH DAY OF FEBRUARY, A.D. 1999, AT 4:30 O’CLOCK P.M.

CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE SEVENTEENTH DAY OF OCTOBER, A.D. 2001, AT 9 O’CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID

2292934 8100H[STATE SEAL]/s/ Harriet Smith Windsor

050506817	Harriet Smith Windsor, Secretary of State
		AUTHENTICATION:			3958694
			DATE:	06-17-05

DelawarePAGE 2

The First State

CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE

AFORESAID CORPORATION.

2292934 8100H	[STATE SEAL]	/s/ Harriet Smith Windsor
050506817		Harriet Smith Windsor, Secretary of State
			AUTHENTICATION:			3958694
				DATE:	06-17-05

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:00 PM 03/31/1992

752091008 - 2292934

CERTIFICATE OF INCORPORATION

OF

NORAMPTCO, INC.

The undersigned, in order to form a corporation, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

ARTICLE ONE: The name of the corporation (hereinafter referred to as “this corporation”) is:

NORAMPTCO, INC.

ARTICLE TWO: The address of the registered office of this corporation is to be located at 32 Loockerman Square, Suite L, City of Dover, County of Kent, State of Delaware 19901. The name of the registered agent at that address is The Prentice-Hall Corporation System, Inc.

ARTICLE THREE: The nature of the business of, and purposes to be conducted or promoted by, this corporation are to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

ARTICLE FOUR: The total number of Shares of stock which this corporation shall have authority to issue is 3,000 shares, of which 2,000 shares shall be preferred stock, par value $1.00 per share (the “Preferred Stock”), and 1,000 shares shall be common stock, par value $1.00 per share (the “Common Stock”).

ARTICLE FIVE: The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of

this Article FIVE, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series and the voting powers thereof, full or limited, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

(a)The number of shares constituting that series and the distinctive designation of that series;

(b)The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

(c)Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(d)Whether that series shall have, conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(e)Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such

-2-

redemption, including the date or date upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(f)Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

(g)The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of this corporation, and the relative rights of priority, if any, of payment of shares of that series; and

(h)Any other relative rights, preferences and limitations of that series.

ARTICLE SIX: The name and mailing address of the incorporator is:

Christopher T. Lamal

c/o Boyle, Vogeler & Haines

1270 Avenue of the Americas

25th Floor

New York, NY 10020

ARTICLE SEVEN: The number of directors of this corporation constituting the entire Board of Directors shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws. Election of director need not be by written ballot unless the by-laws of this corporation so provide.

ARTICLE EIGHT: The Board of Directors of this corporation is expressly authorized to make, alter or repeal

-3-

by-laws of this corporation, but the stockholders may make additional by-laws and may alter or repeal any by-law whether adopted by them or otherwise.

ARTICLE NINE: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware, may on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been

-4-

made, be binding on all the creditors or class of creditors, and/or on all of the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

ARTICLE TEN: No director of this corporation shall be personally liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing clause shall not apply to any liability of a director to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to this corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of Title 8 of the Delaware Code, or (iv) for any transaction from which the director derived an improper personal benefit. Neither the amendment nor the repeal of this Article TEN, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article TEN, shall be effective with respect to any cause of action, suit, claim or other matter that, but for this Article TEN, would accrue or arise prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE ELEVEN: This corporation shall, to the fullest extent permitted by Delaware law, indemnify each officer and director of this corporation and, in connection therewith, to the full extent permitted by Delaware law, advance expenses to all such persons in connection with the

-5-

investigation and defense of indemnifiable actions brought against them. Directors and officers of this corporation shall not be obligated to repay funds so advanced unless it shall be specifically determined that such director or officer shall not be entitled to such indemnification.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury on March 31, 1992.

/s/ Christopher T. Lamal        

Christopher P. Lamal

Sole Incorporator

0364u

-6-

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:30 PM 01/28/1993

930285434 - 2292934

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

NORTH AMERICAN PNEUMATIC TUBE CO., INC.

INTO

NORAMPTCO, INC.

* * * * * * * *

NORTH AMERICAN PNEUMATIC TUBE CO., INC., a corporation organized and existing under the laws of the State of New York, DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 21st day of February, 1975, pursuant to the Business Corporation Law of the State of New York,the provisions of which permit the merger of a corporation of another state and a corporation organized and existing under the laws of said state.

SECOND: That this corporation owns all of the outstanding shares of the stock of NORAMPTCO, INC., a corporation incorporated on the 31st day of March, 1992, pursuant to the Delaware General Corporation Law.

THIRD: That the directors of North American Pneumatic Tube Co., Inc., by the following resolutions of its Board of Directors, duly adopted on the 3rd day of April, 1992, by the unanimous written consent of its members, filed with the minutes of the Board, determined to merge itself into said NORAMPTCO, INC.:

WHEREAS, the Corporation desires to merge itself into and with NORAMPTCO, INC., a Delaware corporation and a wholly-owned subsidiary of the Corporation, such that NORAMPTCO, INC. will be the surviving corporation.

NOW, THEREFORE, it is hereby

RESOLVED, that the Plan of Merger presented to the members of the Board of Directors and attached to these resolutions be, and it hereby is, approved and adopted by the Corporation; and be it further

. . . .

RESOLVED, that each of the officers of the Corporation be, and each of them hereby is, acting singly, authorized and directed to take such actions as he may deem necessary, appropriate or desirable in order to effectuate the purpose of the foregoing resolutions and the transaction contemplated thereby.

A copy of said Plan of Merger is attached to this Certificate as Exhibit A. Effective date of this Certificate shall be January 29, 1993.

FOURTH: That the proposed merger has been adopted and approved, and all necessary documents have been certified, executed and acknowledged, by North American Pneumatic Tube Co., Inc., in accordance with the laws of the State of New York, under which the corporation was organized. The proposed merger has been approved by a majority of the shareholders of North American Pneumatic Tube Co., Inc. at a meeting duly called and held.

IN WITNESS WHEREOF, North American Pneumatic Tube Co., Inc., has caused this Certificate to be signed by Jacques Lepage, its President, and attested by Christopher T. Lamal, its Assistant Secretary, this 21st day of April, 1992.

NORTH AMERICAN PNEUMATIC TUBE

CO., INC.

By: /s/ Jacques Lepage, President

Jacques Lepage, President

ATTEST:

By:		/s/ Christopher T. Lamal
	Christopher T. Lamal,
	Assistant Secretary

0676n

-2-

Exhibit A

PLAN OF MERGER

OF

NORTH AMERICAN PNEUMATIC TUBE CO., INC.

INTO

NORAMPTCO, INC.

FIRST: North American Pneumatic Tube Co., Inc., a corporation organized under the laws of the State of New York, owns all of the outstanding shares of NORAMPTCO, INC., a Delaware corporation.

SECOND: There are outstanding 100 shares of Common Stock, par value $1.00 per share, of NORAMPTCO, INC., and all of such shares are owned by North America Pneumatic Tube Co., Inc.

THIRD: The terms and conditions of the proposed merger are as follows:

1. Upon the effective date of the merger, NORAMPTCO, INC. shall continue to exist as the surviving corporation under its present name pursuant to the provisions of the Delaware General Corporation Law. The separate existence of North American Pneumatic Tube Co., Inc., shall cease upon said effective date in accordance with the provisions of the Business Corporation Law of the State of New York.

2.The number of outstanding shares of North American Pneumatic Tube Co., Inc. is 1,000 shares, all of which are of one class and are Common Shares, and all of which are entitled to vote.

3.The number of outstanding shares of Common Stock of NORAMPTCO, INC. is 100, and the number of authorized shares is 3,000, of which 1,000 shares are shares of Common Stock and 2,000 shares are shares of Preferred Stock.

4.The certificate of incorporation of NORAMPTCO, INC. as of the effective date of the merger shall be the certificate of incorporation of the surviving corporation and shall continue in full force and effect until amended or changed as permitted by the provisions of the Delaware General Corporation Law.

5.The by-laws of NORAMPTCO, INC. as of the effective date of the merger shall be the by-laws of the surviving corporation and shall continue in full force and effect until changed, altered or amended as therein provided and in the manner prescribed by the provisions of the Delaware General Corporation Law.

6.The shares of NORAMPTCO, INC. issued to North American Pneumatic Tube Co., Inc. as of the effective date of the merger shall be surrendered to NORAMPTCO, INC. and shall thereupon be retired. Each issued share of North American Pneumatic Tube Co., Inc., shall, upon the effective date of the merger, be converted into one share of Common Stock of NORAMPTCO, INC.

-2-

7.The effective date of the merger herein provided for shall be January 29, 1993.

0669n

-3-

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 08/09/1996

960232935 - 2292934

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

OF

NORAMPTCO, INC.

Pursuant to Section 242 of

the General Corporation Law of

the State of Delaware

NORAMPTCO, INC., a corporation organized and existing under and by virtue of the general Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: The Certificate of Incorporation of the Corporation is hereby amended by deleting ARTICLE ONE of the Certificate of Incorporation in its present form and substituting therefor a new ARTICLE ONE in the following form:

“ARTICLE ONE: The name of the corporation (hereinafter referred to as “this corporation”) is: Gardner Denver Holdings Inc.”

SECOND: The amendment to the Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware, (a) the Directors of the Corporation having duly adopted a resolution setting forth such amendment and declaring its advisability by written consent and (b) the sole holder of the capital stock of the Corporation entitled to vote thereon having duly consented in writing to the adoption of such amendment.

*            *            *

177611.1

1770-0001

2

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 9th day of August, 1996.

NORAMPTCO, INC.

By:/s/ Jacques Lepage            

Name:	Jacques Lepage
Title:	Chairman and Chief
	Executive Officer

ATTEST:

/s/ John E. Clarke

Name:	John E. Clarke
Title:	Secretary

177611.1

1770-0001

FROM CORPORATION TRUST-DOVER, DE 302-674-8340 (MON) 2. 8^’ 99 11:33/ST. 1’ :28/NO.4260103651 P 2

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

*****

Gardner Denver Holdings Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is The Prentice-Hall Corporation Systems, Inc., and the present registered office of the corporation is at 1013 Centre Road, Wilmington, Delaware 19805, in the County of New Castle.

The Board of Directors of Gardner Denver Holdings Inc. adopted the following resolution on January 28, 1999.

RESOLVED, that the registered office of Gardner Denver Holdings Inc. in the state of Delaware be and it hereby is changed to Corporate Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801, County of New Castle, and the authorization of the present registered agent of this Corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN W1TINESS WHEREOF, Gardner Denver Holdings Inc. has caused this statement to be signed by Helen W. Cornell, its Vice President, Corporate Secretary and Treasurer, this 28^th day of January 1999.

/s/ Helen W. Cornell

Helen W. Cornell

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 02/05/1999

991048261 – 2292934

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (herein after called the “corporation”) is GARDNER DENVER HOLDINGS INC.

2. The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Ste. 400, City of Wilmington 19808, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes herein before set forth by resolution of its Board of Directors.

Signed on October 4, 2001

/s/ Tracy D. Pagliara                                  

TRACY D. PAGLIARA, SECRETARY

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/17/2001

010517967 - 2292934

DE BC D-COA CERTIFICATE OF CHANGE 01.98 (#163)

OSO

DelawarePAGE 1

The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY “GARDNER DENVER HOLDINGS INC.” IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE SEVENTEENTH DAY OF JUNE, A.D. 2005.

AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO DATE.

AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO DATE.

2292934 8300[STATE SEAL]/s/ Harriet Smith Windsor

050506817	Harriet Smith Windsor, Secretary of State
		AUTHENTICATION:			3958695
			DATE:	06-17-05

[STATE SEAL]

STATE OF DELAWARE

DEPARTMENT OF FINANCE

DIVISION OF REVENUE

CARVEL STATE BUILDING

820 N. FRENCH STREET

PO. Box 8763

WILMINGTON, DELAWARE 19899-8763

June 21, 2005

T A X

C E R T I F I CAT I O N

This is to certify that, GARDNER DENVER HOLDINGS INC., formed in DE, 13-2805021, has no taxes due to date according to the records of the Delaware Division of Revenue and that there are no tax liens, from tax obligations assessed under the authority of Del. Title 30, therefrom outstanding against the above named as of June 21, 2005.

/s/ William J. Kirby

William J. Kirby

Senior Tax Auditor

For the Director of Revenue

EX-3.16

Exhibit 3.16

GARDNER DENVER HOLDINGS INC.

BY-LAWS OF

NORAMPTCO, INC.

ARTICLE I

OFFICES

SECTION 1.1. Registered Office. The Corporation shall maintain a registered office within the State of Delaware.

SECTION 1.2. Other Offices. The Corporation may also have an office, other than said registered office, at such place or places, either within or without the State of Delaware, as the Board of Directors shall from time to time determine or the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

SECTION 2.1. Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver thereof.

SECTION 2.2. Annual Meeting. An annual meeting of stockholders shall be held for the election of directors at such date and at such time as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the annual meeting.

SECTION 2.3. Special Meetings. Special meetings of stockholders may be called at any time by the Board of Directors or the Chairman of the Board, if one shall have been elected, or the President. A special meeting shall be called by the Secretary upon the written request, stating the purpose or purposes of the meeting, of a stockholder or stockholders who own of record at least 50 percent of the voting power of the issued and outstanding shares of each class of stock of the Corporation entitled to vote at such meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

SECTION 2.4. Notice of Meetings. Except as otherwise expressly required by statute, written notice of each annual and special meeting of stockholders stating the date, place and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote thereat not less than ten nor more than sixty days before the date of the meeting, except that no such notice need be given to any stockholder to whom the Corporation is not required to give such notice pursuant to Section 230(b) of the Delaware General Corporation Law. If mailed, such notice shall be deemed given at the time when the same shall be deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

SECTION 2.5. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city, town or village where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.6.Quorum, Adjournments. The holders of a majority of the outstanding shares of stock of the corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented by proxy at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than thirty days, or, if after adjournment a new record date is set, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 2.7. Organization. At each meeting of stockholders, the Chairman of the Board, if one shall have been elected, or, in his absence or if one shall not have been elected, the President shall act as chairman of the meeting. The Secretary or, in his absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting shall act as secretary of the meeting and keep the minutes thereof.

SECTION 2.8. Order of Business. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

SECTION 2.9. Voting. Except as otherwise provided by statute or the Certificate of Incorporation, each stockholder of the Corporation shall be entitled at each meeting of stockholders to one vote for each share of capital stock of the Corporation standing in his name on the record of stockholders of the Corporation:

(a)on the date fixed pursuant to the provisions of Section 5.7 of these By-Laws as the record date for the determination of the stockholders who shall be entitled to notice of and to vote at such meeting; or

(b)if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice thereof shall be given, or, if notice is waived, at the close of business on the date next preceding the day on which the meeting is held.

Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy signed by such stockholder or his attorney-in-fact, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period. Any such proxy shall be delivered to the secretary of the meeting at or prior to the time designated in the order of business for so delivering such proxies. In all matters other than the election of directors, the affirmative vote of a majority of the shares entitled to vote thereon shall be the act of the stockholders, unless the matter is one upon which by express provision of statute or of the Certificate of Incorporation or of these By-Laws, a different vote is required. Unless required by statute, or determined by the chairman of the meeting to be advisable, the vote on any matter need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.

SECTION 2.10. Inspectors. The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting shall, or if inspectors shall not have been appointed, the chairman of the meeting may, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. Inspectors need not be stockholders.

SECTION 2.11. Action by Consent. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any provision of statute or of the Certificate of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, and the action taken without such meeting and vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock of the Corporation entitled to vote thereon were present and voted.

Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section 2.11 to the Corporation, written consents signed by a sufficient number of stockholders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

ARTICLE III

Board of Directors

SECTION 3.1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

SECTION 3.2. Number, Qualifications, Election and Term of Office. The number of directors constituting the entire Board of Directors shall be such number as shall from time to time be fixed by majority vote of the entire Board of Directors. Until otherwise so fixed, the number of directors constituting the entire Board shall be three. Directors need not be stockholders. At all meetings of stockholders for the election of directors, directors shall be elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of the directors. Each director shall hold office until the next annual meeting of stockholders and until his successor shall have been duly elected and qualified, or until his earlier death, resignation or removal. For purposes of these By-Laws, “entire Board of Directors” shall mean the total number of directors which the Corporation would have if there were no vacancies in the Board of Directors.

SECTION 3.3. Place of Meetings. Meetings of the Board of Directors shall be held at such place or places, within or without the State of Delaware, as the Board of Directors may from time to time determine or as shall be specified in the notice of any such meeting.

SECTION 3.4. Annual Meeting. The Board of Directors shall meet for the purpose of the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place where such annual meeting shall be held.

SECTION 3.5. Regular Meeting. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors may fix. If any day fixed for a regular meeting shall be a legal holiday at the glace where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day.

SECTION 3.6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if one shall have been elected, or by two or more directors of the corporation or by the President.

SECTION 3.7. Notice of Meetings. Notice of annual meetings of the Board of Directors and of regular meetings of the Board of Directors need not be given, except as otherwise required by statute. Notice of each special meeting of the Board of Directors, stating the time and place of such meeting, shall be given by the Secretary to each director. Notice of a special meeting of the Board of Directors need not state the purpose or purposes of such meeting. Notice of each such special meeting shall be given to each director by telegraph, cable, telex, telecopier or other similar means, or shall be delivered to him personally or be given to him by telephone or other similar means, in each case at least twenty-four hours before the time at which such meeting is to be held, or by letter deposited in the United States mail, first class postage prepaid, at least three days prior to the date on which the meeting is to be held.

SECTION 3.8.Quorum and Manner of Acting. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and, except as otherwise expressly required by statute, the Certificate of Incorporation or these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to all of the directors unless such time and place were announced at the meeting at which the adjournment was taken, in which case such notice shall only be given to the directors who were not present thereat. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors shall have no power as such.

SECTION 3.9. Organization. At each meeting of the Board of Directors, the Chairman of the Board, if one shall have been elected, or, in the absence of the Chairman of the Board or if one shall not have been elected, the President (or, in his absence, another director chosen by a majority of the directors present) shall act as chairman of the meeting and preside thereat. The Secretary or, in his absence, any person appointed by the chairman shall act as secretary of the meeting and keep the minutes thereof.

SECTION 3.10. Resignations. Any director of the Corporation may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.11. Vacancies. Any vacancy in the Board of Directors, whether arising from death, resignation, removal (with or without cause), an increase in the number of directors or any other cause, may be filled by the vote of a majority of the directors then in office, though less than a quorum, or by the sole remaining director or by the stockholders at the next annual meeting thereof or at a special meeting thereof. Each director so elected shall hold office until his successor shall have been elected and qualified.

SECTION 3.12. Removal of Directors. Any director may be removed, either with or without cause, at any time, by the holders of a majority of the voting power of the issued and outstanding capital stock of the Corporation entitled to vote at an election of directors.

SECTION 3.13. Compensation. The Board of Directors shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

SECTION 3.14. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, including an executive committee, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In addition, in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or

they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Except to the extent restricted by statute or the Certificate of Incorporation, each such committee, to the extent provided in the resolution creating it, shall have and may exercise all the powers and authority of the Board of Directors and may authorize the seal of the Corporation to be affixed to all papers which require it. Each such committee shall serve at the pleasure of the Board of Directors and have such name as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors.

SECTION 3.15. Action by Consent. Unless restricted by the Certificate of Incorporation, any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or such committee, as the case may be.

SECTION 3.16. Telephonic Meeting. Unless restricted by the Certificate of Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

ARTICLE IV

Officers

SECTION 4.1. Number and Qualifications. The officers of the Corporation shall be elected by the Board of Directors and shall include the President, the Secretary and the Treasurer and if deemed necessary, expedient or desirable by the Board of Directors, a Chairman of the Board, a Vice Chairman of the Board, one or more Vice Presidents, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Any two or more offices may be held by the same person, and no officer need be a director. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his earlier death, resignation or removal.

SECTION 4.2. Resignations. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

SECTION 4.3. Removal. Any officer of the Corporation may be removed, either with or without cause, at any time, by the Board of Directors.

SECTION 4.4. Chairman of the Board. The Chairman of the Board, if any, shall be elected by the Board of Directors from among its members. If a Chairman of the Board has been so elected, he shall preside at each meeting of the Board of Directors or of the stockholders at

which he is present. He shall have such other powers and duties as may from time to time be assigned to him by the Board of Directors.

SECTION 4.5. The President. The President shall, in the absence of the Chairman of the Board or if a Chairman of the Board shall not have been elected, preside at each meeting of the Board of Directors or the stockholders. He shall be the chief executive officer of the Corporation and shall perform all duties incident to the office of president and chief executive officer of a corporation and shall have such other powers and duties as may from time to time be assigned to him by the Board of Directors.

SECTION 4.6. Vice-President. Each Vice-President shall have all such powers and duties as from time to time may be assigned to him by the Board of Directors or the President. At the request of the President or in his absence or in the event of his inability or refusal to act, the Vice-President, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors (or if there be no such determination, then the Vice Presidents in the order of their election), shall perform the duties of the President, and, when so acting, shall have the powers of and be subject to the restrictions placed upon the President in respect of the performance of such duties.

SECTION 4.7. Treasurer. The Treasurer shall

(a)have charge and custody of and be responsible for, all the funds and securities of the Corporation;

(b)keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation;

(c)deposit all moneys and other valuables to the credit of the Corporation in such depositaries as may be designated by the Board of Directors or pursuant to its direction;

(d)receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever;

(e)disburse the funds of the Corporation and supervise the investments of its funds, taking proper vouchers therefor;

(f)render to the Board of Directors, whenever the Board of Directors may require, an account of the financial condition of the Corporation; and

(g) in general, perform all duties incident to the office of Treasurer and have such other powers and duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.8. Secretary. The Secretary shall

(a)keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board of Directors, the committees of the Board of Directors and the stockholders;

(b)see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law;

(c)be custodian of the records and the seal of the Corporation and affix and attest the seal to all certificates for shares of the Corporation (unless the seal of Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal;

(d)see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and

(e)in general, perform all duties incident to the office of Secretary and have such other powers and duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.9. The Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there by no such determination, then in order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as from time to time may be assigned by the Board of Directors.

SECTION 4.10. The Assistant Secretary. The Assistant Secretary, or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as, from time to time, may be assigned by the Board of Directors.

SECTION 4.11. Officers’ Bonds or Other Security. If required by the Board of Directors, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety as the Board of Directors may require.

SECTION 4.12. Compensation. The compensation of the officers of the Corporation for their services as such officers shall be fixed, from time to time, by the Board of Directors. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation.

ARTICLE V

Stock Certificates and Their Transfer

SECTION 5.1. Stock Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board or the President or a Vice-President and by the Treasurer or an Assistant Treasurer or

the Secretary or an Assistant Secretary of the Corporation certifying the number of shares owned by him in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

SECTION 5.2. Facsimile Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

SECTION 5.3. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

SECTION 5.4. Transfers of Stock. All transfers of shares of capital stock of the Corporation shall be made on the books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender for cancellation of the Certificate for such shares. The person in whose name shares of capital stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its records; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the certificates are presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

SECTION 5.5. Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

SECTION 5.6. Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.7.Fixing the Record Date. In order that the Corporation may determine the stockholders entitled to notice or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.8. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE VI

Indemnification of Directors and Officers

SECTION 6.1. General. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and accounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 6.2. Derivative Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit (other than an action by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation,

partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 6.3. Indemnification in Certain Cases. To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 6.1 and 6.2 of these By-Laws, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

SECTION 6.4. Procedure. Any indemnification under Sections 6.1 and 6.2 of these By-Laws (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in such Sections 6.1 and 6.2. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

SECTION 6.5. Advances for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall be ultimately determined that he is entitled to be indemnified by the Corporation as authorized in this Article VI.

SECTION 6.6. Rights Non-Exclusive. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under any law, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 6.7. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation.

ARTICLE VII

Miscellaneous Provisions

SECTION 7.1. Dividends. Subject to the provisions of statute and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property or in shares of stock of the Corporation, unless otherwise provided by statute or the Certificate of Incorporation.

SECTION 7.2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors may, from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purposes as the Board of Directors may think conducive to the interests of the Corporation. The Board of Directors may modify or abolish any such reserves in the manner in which it was created.

SECTION 7.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law or under any provision of the Certificate of Incorporation or these By-Laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by these By-Laws.

SECTION 7.4. Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors.

SECTION 7.5.Fiscal Year. The fiscal year of the Corporation shall be fixed, and once fixed, may thereafter be changed, by resolution of the Board of Directors.

SECTION 7.6. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

SECTION 7.7. Execution of Contracts, Deeds, Etc. The Board of Directors may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 7.8. Voting of Stock in Other Corporations. Unless otherwise provided by resolution of the Board of Directors, the Chairman of the Board or the President, from

time to time, may (or may appoint one or more attorneys or agents to) cast the votes which the Corporation may be entitled to cast as a stockholder or otherwise in any other corporation, any of whose shares or securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other corporation. In the event one or more attorneys or agents are appointed, the Chairman of the Board or the President may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent. The Chairman of the Board or the President may, or may instruct the attorneys or agents appointed to, execute or cause to be executed in the name and on behalf of the Corporation and under its seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the circumstances.

ARTICLE VIII

Amendments

These By-Laws may be amended or repealed or new by-laws adopted (a) by action of the stockholders entitled to vote thereon at any annual or special meeting of stockholders or (b) if the Certificate of Incorporation so provides, by action or the Board of Directors at a regular or special meeting thereof. Any by-law made by the Board of Directors may be amended or repealed by action of the stockholders at any annual or special meeting of stockholders.

EX-3.17

Exhibit 3.17

GARDNER DENVER NASH LLC

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 01/23/200I

010035127 - 3347198

CERTIFICATE OF INCORPORATION

OF

NASH INDUSTRIES, INC.

ARTICLE I

Name

The name of the corporation is Nash Industries, Inc. (the “Corporation”).

ARTICLE II

Registered Office and Registered Agent

The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name of the registered agent of the Corporation at such address is Corporation Service Company, in the County of New Castle.

ARTICLE III

Corporate Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

ARTICLE IV

Capital Stock

The total number of shares of all classes of stock that the Corporation shall have authority to issue is 1,000, all of which shall be shares of Common Stock, par value $.01 per share.

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ARTICLE V

Directors

(1)Elections of directors of the Corporation need not be by written ballot, except and to the extent provided in the Bylaws of the Corporation.

(2)To the fullest extent permitted by the General Corporation Law as it now exists and as and as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

ARTICLE VI

Indemnification of Directors, Officers and Others

(1)The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption that the person seeking indemnification did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(2)The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the

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court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(3)To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections (1) and (2) of this Article VI, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(4)Any indemnification under Sections (1) and (2) of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth is such Sections (1) and (2). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (a) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (b) by a committee of such directors designated by majority vote of such directors,even though less than a quorum, or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (d) by the stockholders.

(5)Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation authorized in this Article VI. Such expenses (including attorneys^’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

(6)The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(7)The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of Section 145 of the General Corporation Law.

3

(8)For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(9)For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

(10)The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII

Bylaws

The directors of the Corporation shall have the power to adopt, amend or repeal Bylaws.

ARTICLE VIII

Reorganization

Whenever a compromise or arrangement is proposed between this Corporation and its and creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the

4

case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation us a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

ARTICLE IX

Personal Liability of Directors or Officials

A director or any officer of the Corporation shall not be personally liable to the corporation or its stockholders for the breach of any duty owed to the Corporation or its stockholders except to the extent that in exemption from personal liability is not permitted by the General Corporation Law of the State of Delaware.

ARTICLE X

Amendment

The Corporation reserves the right to amend, alter, change or repeal any provision of this Certificate of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred on stockholders in this Certificate of Incorporation are subject to this reservation.

ARTICLE XI

Incorporator

The name and mailing address of the sole incorporator is as follows:

Name	Mailing Address
Alexandra R. Palmer	Shearman & Sterling
	599 Lexington Avenue
	New York, NY 10022

5

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate of Incorporation, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 23rd day of January, 2001.

/s/ Alexandra E. Palmer                                  

Alexandra R. Palmer

6

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 07/26/2001

010366447 - 3347198

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO

A LIMITED LIABILITY COMPANY

PURSUANT TO SECTION 266

OF THE DELAWARE GENERAL

CORPORATION LAW AND

SECTION 18-214 OF THE DELAWARE

LIMITED LIABILITY COMPANY ACT

1.The name of the corporation immediately prior to filing this Certificate is Nash Industries, Inc.

2.The date the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware is January 23, 2001.

3.The original name of the corporation as set forth in the Certificate of Incorporation is Nash Industries, Inc.

4.The name of the limited liability company as set forth in the Certificate of Formation is Nash Industries, L.L.C.

5.The conversion has been approved in accordance with the provisions of Section 266 of the Delaware General Corporation Law and Section 18-214 of the Delaware Limited Liability Company Act.

By /s/ John M. Hayes                      

John M. Hayes

Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 07/26/2001

010366447 - 3347198

CERTIFICATE OF FORMATION

OF

NASH INDUSTRIES, L.L.C.

This Certificate of Formation of NASH INDUSTRIES. L.L.C. (the “Company”), dated as of June 30, 2001, is being duly executed and tiled by John Hayes, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (Del. Code Ann. Tit. 6, §§ 18 201).

FIRST. The name of the limited liability company formed hereby is NASH INDUSTRIES, L.L.C.

SECOND. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

THIRD. The name and address of the registered agent for service of process on the Company in the State of Delaware are c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has executed and filed this Certificate of Formation as of the date first above written.

By /s/ John M. Hayes                      

John M. Hayes

Authorized Person

CERTIFICATE OF AMENDMENT

OF

Nash Industries, L.L.C.

1. The name of the limited liability company is Nash Industries, L.L.C.

2.The Certificate of Formation of the limited liability company is hereby amended to change the name of the limited liability company to affect the foregoing. Article One of the Certificate of Formation is hereby amended to read as follows:

“FIRST. The name of the limited liability company formed hereby is nash_elmo Industries, L.L.C.”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Nash Industries, L.L.C. this 29th day of May, 2002.

/s/ John M. Hayes                                  

John M. Hayes, Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 05/29/2002

020344494 - 3347198

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC LIMITED LIABILITY COMPANIES

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Act (the “Act”), the undersigned limited liability company, Gardner Denver Nash LLC, executed the following Certificate of Merger:

FIRST: The name of the surviving limited liability company is Gardner Denver Nash LLC, and the name of the limited liability company being merged into this surviving limited liability company is Gardner Denver Nash Holdings LLC. Each of the constituent companies is a Delaware limited liability company.

SECOND: An Agreement and Plan of Merger (the “Agreement of Merger”) has been approved, adopted, certified, executed and acknowledged by each of the constituent limited liability companies in accordance with Section 18-209 of the Act.

THIRD: The name of the surviving limited liability company is “Gardner Denver Nash LLC”.

FOURTH: The merger is to become effective as of 12:01 a.m. (C.S.T.) on May 12, 2005.

FIFTH: The Agreement of Merger is on file at 1800 Gardner Expressway, Quincy, Illinois 62305, the place of business of the sole member of the surviving limited liability company.

SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of the constituent limited liability companies.

IN WITNESS WHEREOF, said surviving limited liability company has caused this Certificate of Merger to be signed by an authorized person, the 11th day of May, 2005.

GARDNER DENVER NASH LLC

By:

Name:	Tracy D. Pagliara
Title:	Vice President and Secretary

Certificate of Amendment to Certificate of Formation

Of

GARDNER DENVER NASH HOLDINGS LLC

It is hereby certified that:

1.The name of the limited liability company (hereinafter called the “limited liability company”) is GARDNER DENVER NASH HOLDINGS LLC.

2.The certificate of formation of the limited liability company is hereby amended by striking out the statement relating to the limited liability company’s registered agent and registered office and by substituting in lieu thereof the following new statement:

“The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808.”

Executed on April 4, 2005.

Tracy D. Pagliara, Authorized Person

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

OF

NASH_ELMO INDUSTRIES, L.L.C.

The undersigned, being the sole Manager of nash_elmo Industries, L.L.C. (hereinafter called the “Company”), a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware (the “Act”), does hereby certify for and on behalf of the Company that:

1. The name of the Company is nash_elmo Industries, L.L.C.

2.The certificate of formation of the company is hereby amended by striking out Article One thereof and by substituting in lieu of said Article One the following new Article:

“1. The name of the limited liability company is Gardner Denver Nash LLC (the “Company”).”

IN WITNESS WHEREOF, the undersigned Manager has executed this Certificate on the 1st day of April, 2005.

NASH_ELMO HOLDINGS LLC

By:               /s/ Tracy d. Pagliara                  

Name: Tracy D. Pagliara

Title: Vice President and Assistant Secretary

EX-3.18

Exhibit 3.18

GARDNER DENVER NASH INDUSTRIES LLC

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

GARDNER DENVER NASH LLC

a Delaware limited liability company

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GARDNER DENVER NASH LLC (this “Agreement”), dated as of May 12, 2005, is adopted, executed, and agreed to by the sole Member (as defined below). This Agreement amends and restates in its entirety the Second Amended and Restated Limited Liability Company Agreement of nash_elmo Industries, L.L.C. (the “Company”) dated as of September 17, 2004 (the “Old Operating Agreement”).

WHEREAS, Nash Industries, Inc. converted to a limited liability company under the name “nash_elmo Industries, L.L.C.” in accordance with the Delaware Limited Liability Company Act (as amended from time to time, the “Act”) upon the filing of a Certificate of Conversion and a Certificate of Formation with the Secretary of State of the State of Delaware on July 26, 2001;

WHEREAS, the name of the Company was changed to “Gardner Denver Nash LLC” as of April 1, 2005;

WHEREAS, as of the date hereof, the Company merged with Gardner Denver Nash Holdings LLC, a Delaware limited liability company and formerly the sole member of the Company, with the Company being the surviving entity;

WHEREAS, the sole Member desires to enter into this Third Amended and Restated Limited Liability Company Agreement to govern the operations and affairs of the Company and its relationship with the Member and to amend and restate in its entirety the Old Operating Agreement.

NOW, THEREFORE, the sole Member hereby agrees as follows:

1.Formation & Name. The Company was organized as a limited liability company pursuant to the Act by the filing of a Certificate of Formation with the Secretary of State on July 26, 2001 under the original name of “Nash Industries, L.L.C.” The name of the Company is “Gardner Denver Nash LLC” The Company may do business under that name and under any other name or names that the Member selects subject to Section 18-102 of the Act.

2. Term. The Company shall have a perpetual existence.

3.Purposes. The purposes of the Company are to carry on any lawful business, purpose, or activity for which limited liability companies may be formed under the Act.

4.Sole Member. Gardner Denver, Inc., a Delaware corporation, is the sole member of the Company (the “Member”).

5.Member Limited Liability. No Member shall be personally liable for any debts, obligations or liabilities of the Company beyond its contributions.

6.Contributions. The Company shall have a fixed capital of EURO 50,000, with the Member making a corresponding cash capital contribution. The Member will not be required to make any additional capital contributions.

7.Management. The business and affairs of the Company shall be managed by one or more “Managers,” as that term is used in the Act, who shall be designated by the Member. No Member shall be allowed to be designated as a Manager of the Company. Decisions of the Managers within their scope of authority shall be binding upon the Company and the Member. Except where approval of the Member is expressly required by nonwaivable provisions of the Act, the Managers shall have full and complete authority, power and discretion (subject to specific directives of the Member given from time to time) to manage and control the business, affairs and properties of the Company, to make all decisions regarding the business, affairs and properties of the Company and to perform any and all other acts and activities customary or incident to the management of the Company’s business. The initial Managers of the Company shall be Helen W. Cornell and Tracy D. Pagliara.

8.Officers. The officers of the Company (the “Officers”) shall consist of such offices, with such duties and powers, as the Member may determine. An Officer shall remain in office unless and until removed by the Member (with or without cause) or his or her resignation, death or incapacity. Designation as an Officer shall not, of itself, create any contractual or employment rights.

9.Membership Interests. The Member holds 100% of the outstanding Membership Interests of the Company. Membership Interests issued pursuant hereto from time to time may be represented by a certificate of Membership Interests issued by the Company. The transfer of Membership Interests, or any portion thereof, shall not require the consent of any Member or of the Managers. The transferee will become a Member and exercise all rights and powers of a Member.

10.Distributions. To the extent permitted by the Act, the Members shall determine annually whether to make distributions by issuing a resolution. Distributions may only be made out of the profits, retained earnings and or the total assets in excess of the Company’s fixed capital. Distributions may not be made from the Company’s fixed capital. Each Member shall participate in the amount to be distributed in proportion to their outstanding Membership Interests.

11.Dissolution. The Company will be dissolved only upon the occurrence of any of the following events: (i) by written decision of the Member(s); or (ii) upon the entry of a decree of judicial dissolution under Section 18-802 of the Act.

12.Entire Agreement. This Agreement supersedes all prior agreements (including the Old Operating Agreement), understandings, negotiations and discussions, whether written or oral, of the Members, and shall be modified or amended as provided herein.

13. Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

* * * * * * * *

IN WITNESS WHEREOF, the undersigned, being the sole Member of the Company, has caused this Agreement to be duly executed as of the date first written above.

GARDNER DENVER, INC.

By:            /s/ Tracy D. Pagliara                 

Name: Tracy D. Pagliara

Title:	Vice President, Administration,
	General Counsel and Secretary

CERTIFICATE OF AMENDMENT

OF

Nash Industries, L.L.C.

1. The name of the limited liability company is Nash Industries, L.L.C.

2.The Certificate of Formation of the limited liability company is hereby amended to change the name of the limited liability company to affect the foregoing. Article One of the Certificate of Formation is hereby amended to read as follows:

“FIRST. The name of the limited liability company formed hereby is nash_elmo Industries, L.L.C.”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Nash Industries, L.L.C. this 29th day of May, 2002.

        /s/ John M. Hayes                

John M. Hayes, Authorized Person

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

NASH_ELMO INDUSTRIES, L.L.C.

a Delaware limited liability company

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NASH_ELMO INDUSTRIES, L.L.C. (this “Agreement”), dated as of September 17, 2004, is adopted, executed, and agreed to by the sole Member (as defined below). This Agreement amends and restates in its entirety the Amended and Restated Limited Liability Company Agreement of nash_elmo Industries, L.L.C. (the “Company”) dated as of May 7, 2002 (the “Old Operating Agreement”).

WHEREAS, Nash Industries, Inc. converted to a limited liability company in accordance with the Delaware Limited Liability Company Act (as amended from time to time, the “Act”) upon the filing of a Certificate of Conversion and a Certificate of Formation with the Secretary of State of the State of Delaware on July 26, 2001; and

WHEREAS, the sole Member desires to enter into this Second Amended and Restated Limited Liability Company Agreement to govern the operations and affairs of the Company and its relationship with the Member and to amend and restate in its entirety the Old Operating Agreement.

NOW, THEREFORE, the sole Member hereby agrees as follows:

1.Formation; Name. The Company was organized as a limited liability company pursuant to the Act by the filing of a Certificate of Formation with the Secretary of State on July 26, 2001 under the original name of “nash Industries, L.L.C.” The name of the Company is “nash_elmo Industries, L.L.C.” The Company may do business under that name and under any other name or names that the Managers select subject to Section 18-102 of the Act.

2. Term. The Company shall have a perpetual existence.

3.Purposes. The purposes of the Company are to carry on any lawful business, purpose, or activity for which limited liability companies may be formed under the Act.

4.Sole Member. nash_elmo Holdings LLC shall be the sole member of the Company (the “Member”).

5.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

6.Membership Interests. The Member holds 100% of the outstanding Membership Interests of the Company. Membership Interests issued pursuant hereto from time to time may be represented by a certificate of Membership Interests issued by the Company.

7.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits, and interests in the Company.

8.Management. The business and affairs of the Company shall be managed by one or more “Managers,” as that term is used in the Act, who shall be designated by the Member. Decisions of the Managers within their scope of authority shall be binding upon the Company and the Member. Except where approval of the Member is expressly required by nonwaivable provisions of the Act, the Managers shall have full and complete authority, power and discretion (subject to specific directives of the Member given from time to time) to manage and control the business, affairs and properties of the Company, to make all decisions regarding the business, affairs and properties of the Company and to perform any and all other acts and activities customary or incident to the management of the Company’s business. The initial Managers of the Company shall be Helen W. Cornell and Tracy D. Pagliara.

9.Officers. The officers of the Company (the “Officers”) shall consist of such offices, with such duties and powers, as the Managers may determine. An Officer shall remain in office unless and until removed by the Managers (with or without cause) or his or her resignation, death or incapacity. Designation as an Officer shall not, of itself, create any contractual or employment rights.

10.Dissolution. The Company shall dissolve and its affairs shall be wound up at such time, if any, as the Member may elect. No other event (including, without limitation, an event described in Section 18-801 of the Act) will cause the Company to dissolve.

11.Entire Agreement. This Agreement supersedes all prior agreements (including the Old Operating Agreement), understandings, negotiations and discussions, whether written or oral, of the Members, and shall be modified or amended as provided herein.

12.Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

* * * * * * *

IN WITNESS WHEREOF, the undersigned, being the sole Member of the Company, has caused this Agreement to be duly executed as of the date first written above.

NASH_ELMO HOLDINGS LLC

                  /s/ Tracy D. Pagliara                 

By:     Tracy D. Pagliara
Title:   Director, Vice President and Secretary

EX-3.19

Exhibit 3.19

ARTICLES OF INCORPORATION

OF

BUTTERWORTH JETTING SYSTEMS INC.

ARTICLE I

The name of the corporation is BUTTERWORTH JETTING SYSTEMS INC.

ARTICLE II

The period of its duration is perpetual.

ARTICLE III

The purpose for which the corporation is organized is to engage in the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE IV

The aggregate number of shares which the corporation shall have authority to issue is Ten Million (10,000,000) Shares of Common Stock with $1.00 par value.

4.1          Pre-emptive Rights. No holder of securities of the corporation shall be entitled as a matter of right, pre-emptive or otherwise, to subscribe for or purchase any securities of the corporation now or hereafter authorized to be issued, or securities held in the treasury of the corporation, whether issued or sold for cash or other consideration or as a dividend or otherwise. Any such securities may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.

4.2          Purchase of Shares. Subject to compliance with all applicable laws and with any restrictions appearing elsewhere in these Articles of Incorporation, the corporation may, upon resolution of its Board of Directors, purchase, directly or indirectly, its own shares to the extent of

the aggregate of unrestricted capital surplus available therefor and unrestricted reduction surplus available therefor.

4.3          Cumulative Voting Prohibited. Cumulative voting by the shareholders of the corporation at any election for directors is expressly prohibited. The shareholders entitled to vote for directors in such election shall be entitled to cast one vote per directorship for each share held, and no more.

ARTICLE V

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000.00), consisting of money, labor done or property actually received.

ARTICLE VI

The address of the corporation’s registered office is 5005 Woodway, Suite 300, Houston, Texas 77056, and the name of its registered agent at such address is Robert T. Sabom.

ARTICLE VII

7.1          Number and Qualification of Directors. The number and qualifications of directors constituting the Board of Directors of the corporation shall be fixed or determined in the manner provided in the Bylaws of the corporation. The number of directors may be increased or decreased from time to time in the manner provided in the Bylaws, except that no decrease shall have the effect of shortening the term of any incumbent director. In the absence of a Bylaw providing for the number of directors, or should the corporation fail to determine the number of directors in the manner provided in the Bylaws, the number shall be the same as the number of directors constituting the initial Board of Directors.

7.2           Initial Board of Directors. The initial Board of Directors shall consist of one member. The name and address of the person elected to serve as director of the corporation until

the first annual meeting of shareholders, or until his successor shall have been elected and qualified, is:

Name	Address
I. Michael Ginn	3721 Lapas Drive, Houston, Texas 77023-6435

ARTICLE VIII

The name and the address of the incorporator of the corporation is:

Name	Address
John F. Eiman	5005 Woodway, Ste. 300, Houston, TX 77056

IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of March, 1986.

          /s/ John F. Eiman                              

John F. Eiman

STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

I,      Deborah Reese    , a notary public, do hereby certify that on this 27^th day of March, 1986, personally appeared before me John F. Eiman, who being by me first duly sworn, declared that he is the person who signed the foregoing document as incorporator, and that the statements therein contained are true.

    /s/ Deborah Reese                                    

Notary Public in and for

the State of T E X A S

My commission expires:    8/26/89             

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

BUTTERWORTH JETTING SYSTEMS INC.

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act (the “Act”), the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation.

I

The name of the corporation is Butterworth Jetting Systems Inc.

II

The following amendment to the Articles of Incorporation was adopted by the sole shareholder of the corporation on August 4, 1999.

The amendment deletes all of Article I of the original Articles of Incorporation. The part that is deleted read as follows: The name of the corporation is BUTTERWORTH JETTING SYSTEMS INC.

The amendment adds the following words to Article I so that Article I as amended now reads as follows: The name of the corporation is GARDNER DENVER WATER JETTING SYSTEMS, INC.

III

The number of shares of the corporation outstanding at the time of such adoption was 1,053 ½ and the number of shares entitled to vote thereon was 1,053 ½.

IV

The holder of all of the shares outstanding and entitled to vote on said amendment has signed a consent in writing pursuant to the Act adopting said amendment and any written notice required by the Act has been given or waived.

Dated: August 4,1999

        /s/ Helen W. Cornell                                  

Helen W. Cornell

Vice President

ARTICLES OF MERGER

OF

JETTING SYSTEMS & ACCESSORIES, INC.

INTO

GARDNER DENVER WATER JETTING SYSTEMS, INC.

The undersigned corporations

DO HEREBY CERTIFY:

FIRST: That the names and states of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
Gardner Denver Water Jetting Systems, Inc.	Texas
Jetting Systems & Accessories, Inc.	Texas

SECOND: That an Agreement and Plan of Merger between the parties to the merger has been approved, by each of the constituent corporations in accordance with the requirements of Section 5.03 of the Business Corporation Act of Texas.

THIRD: That the Articles of Incorporation of Gardner Denver Water Jetting Systems, Inc., a Texas corporation (“GDWJSI”), which is the surviving corporation shall continue in full force and effect as the Articles of Incorporation of the surviving corporation.

FOURTH: That the executed Agreement and Plan of Merger is on file at an office of the surviving corporation, the address of which is 1800 Gardner Expressway, Quincy, Illinois 62301.

FIFTH: That a copy of the Agreement and Plan of Merger will be furnished, on request and without cost, to any stockholder of any constituent corporation.

SIXTH: That prior to the effective time of the merger (i) Jetting Systems & Accessories, Inc. (“Jetting Systems”) had one thousand (1,000) shares of common stock, $1.00 par value, issued

and outstanding, and (ii) GDWJSI had one thousand fifty-three and one-half (1,053.5) shares of common stock, $1.00 par value, issued and outstanding.

SEVENTH: That the Agreement and Plan of Merger was unanimously approved by the holders of all of the issued and outstanding shares of capital stock of each of Jetting Systems and GDWJSI.

EIGHTH: That the Agreement and Plan of Merger and the performance thereof were duly authorized by all action on the part of GDWJSI and Jetting Systems required by the laws of the State of Texas and their respective constituent documents.

NINTH: That GDWJSI shall be responsible for all fees and franchise taxes and will be obligated to pay such fees and franchise taxes if the same are not timely paid.

TENTH: That this Certificate of Merger shall be effective on the date that it is filed with the Secretary of State of Texas.

Dated September __, 2000

Jetting Systems & Associates, Inc. Gardner Denver Water Jetting Systems, Inc.

By     /s/ Tracy D. Pagliara		By     /s/ Tracy D. Pagliara
Name:	Tracy D. Pagliara	Name	Tracy D. Pagliara
Title:	Vice President and Secretary	Title:	Vice President, Secretary &
			Treasurer

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is entered into as of the    24^st   day of September 2000, by and between Jetting Systems & Accessories, Inc., a Texas corporation (“Jetting Systems”), and Gardner Denver Water Jetting Systems, Inc., a Texas corporation formerly known as Butterworth Jetting Systems, Inc. (“GDWJSI”).

WITNESSETH:

WHEREAS, Jetting Systems and GDWJSI are wholly owned subsidiaries of Gardner Denver, Inc., a Delaware corporation (“Gardner Denver”); and

WHEREAS, Gardner Denver desires to merger Jetting Systems into GDWJSI, with GDWJSI continuing as the surviving corporation (the “Surviving Corporation”).

NOW, THEREFORE, for and in consideration of the premises set forth above and the covenants confirmed herein the parties hereto hereby agree as follows.

1.            The authorized capital stock of Jetting Systems consists of one million (1,000,000) shares of common stock, $1.00 par value. The authorized capital stock of GDWJSI consists of ten million (10,000,000) shares of common stock, $1.00 par value.

2.            Upon the effective time of the merger, Jetting Systems shall merge into GDWJSI and GDWJSI shall become the Surviving Corporation. The corporate existence of GDWJSI, with all its purposes, powers and objects, shall continue unaffected and unimpaired by the merger. GDWJSI, as the Surviving Corporation, shall be governed by the laws of the State of Texas and shall succeed to all rights, assets, liabilities and obligations of Jetting Systems as set forth in the Texas Business Corporation Act, as amended. Upon the effective time of the merger the separate existence of Jetting Systems shall cease.

3.            The Articles of Incorporation of GDWJSI in effect at the effective time of the merger shall be the Articles of Incorporation of the Surviving Corporation, until amended as provided by law. A copy of such Articles of Incorporation is attached hereto as Exhibit A.

4.              The by-laws of GDWJSI as in effect at the effective time of the merger shall be the by-laws of the Surviving Corporation, until the same shall thereafter be altered, amended or repealed in accordance with law, the Articles of Incorporation of the Surviving Corporation or said by-laws.

5.            The directors and officers of GDWJSI at the effective time of the merger shall be the directors and officers of the Surviving Corporation, until their successors shall have been elected and qualified or until their earlier death, resignation or removal.

6 Upon the effective time of the merger:

(a)           All shares of stock of GDWJSI then outstanding shall continue to be outstanding shares, each stock certificate evidencing ownership of said shares shall evidence ownership of the same number of shares of the Surviving Corporation, and said shares shall be fully paid and non-assessable; and

(b) All shares of stock of Jetting Systems then outstanding shall be canceled.

7             Upon the execution thereof, Articles of Merger shall be filed by Jetting Systems and GDWJSI with the Texas Secretary of State. The merger shall become effective at the time the Articles of Merger are accepted for filing by the Texas Secretary of State.

8.            If at any time after the effective time of the merger, the Surviving Corporation shall consider, or be advised that, any further assignments or assurances in law or any other things are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, the title to any property or right of Jetting Systems acquired or to be acquired by reason of or as a result of the merger, the officers and directors of Jetting Systems shall and will in the name of Jetting Systems or otherwise, execute and deliver all such proper deeds, assignments,

and assurances in law and do all things necessary and proper to vest, perfect, or confirm title to such property and rights in the Surviving Corporation and otherwise to carry out the purpose of this Agreement and Plan of Merger, and the proper officers and directors of the Surviving Corporation are fully authorized in the name of Jetting Systems or otherwise to take any and all such action.

IN WITNESS WHEREOF, the undersigned have caused this Agreement and Plan of Merger to be executed as of the date set forth above.

Gardner Denver Water Jetting Systems, Inc. Acknowledged

By	/s/ Tracy D. Pagliara	By:	/s/ Philip R. Roth
Name:	Tracy D. Pagliara	Name:		Philip R. Roth
Title:	Vice President, Secretary & Treasurer	Title:		Chairman

Jetting Systems & Accessories, Inc. Acknowledged

By	/s/ Tracy D. Pagliara	By:	/s/ Randy Schwedes
Name:	Tracy D. Pagliara	Name:		Randy Schwedes
Title:	Vice President and Secretary	Title:		Vice President and Treasurer

ARTICLES OF MERGER

OF

CRS POWER FLOW, INC

INTO

GARDNER DENVER WATER JETTING SYSTEMS, INC.

The undersigned corporations

DO HEREBY CERTIFY:

FIRST: That the names and states of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
Gardner Denver Water Jetting Systems, Inc.	Texas
CRS Power Flow, Inc.	Texas

SECOND: That an Agreement and Plan of Merger between the parties to the merger has been approved, by each of the constituent corporations in accordance with the requirements of Section 5.03 of the Business Corporation Act of Texas.

THIRD: That the Articles of Incorporation of Gardner Denver Water Jetting Systems, Inc., a Texas corporation (“GDWJSI”), which is the surviving corporation shall continue in full force and effect as the Articles of Incorporation of the surviving corporation.

FOURTH: That the executed Agreement and Plan of Merger is on file at an office of the surviving corporation, the address of which is 1800 Gardner Expressway, Quincy, Illinois 62301.                 FIFTH: That a copy of the Agreement and Plan of Merger will be furnished, on request and without cost, to any stockholder of any constituent corporation.

SIXTH: That prior to the effective time of the merger (i) CRS Power Flow, Inc. (“CRS”) had one thousand sixty-four (1,064) shares of common stock, no par value, issued and outstanding,

and (ii) GDWJSI had one thousand fifty-three and one-half (1,053.5) shares of common stock, $1.00 par value, issued and outstanding.

SEVENTH: That the Agreement and Plan of Merger was unanimously approved by the holders of all of the issued and outstanding shares of capital stock of each of CRS and GDWJSI.

EIGHTH: That the Agreement and Plan of Merger and the performance thereof were duly authorized by all action on the part of GDWJSI and CRS required by the laws of the State of Texas and their respective constituent documents.

NINTH: That GDWJSI shall be responsible for all fees and franchise taxes and will be obligated to pay such fees and franchise taxes if the same are not timely paid.

TENTH: That this Certificate of Merger shall be effective on April 30, 2001.

Dated April 24, 2001

CRS Power Flow, Inc. Gardner Denver Water Jetting Systems, Inc.

By	/s/ Tracy D. Pagliara	By:	/s/ Tracy D. Pagliara
Name:	Tracy D. Pagliara	Name:		Tracy D. Pagliara
Title:	Vice President and Secretary	Title:		Vice President, Secretary &
				Treasurer

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is entered into as of the 24^th day of April, 2001, by and between CRS Power Flow, Inc., a Texas corporation (“CRS”), and Gardner Denver Water Jetting Systems, Inc., a Texas corporation formerly known as Butterworth Jetting Systems, Inc (“GDWJSI”).

WITNESSETH

WHEREAS, CRS and GDWJSI are wholly owned subsidiaries of Gardner Denver, Inc., a Delaware corporation (“Gardner Denver”); and

WHEREAS, Gardner Denver desires to merger CRS into GDWJSI, with GDWJSI continuing as the surviving corporation (the “Surviving Corporation”).

NOW, THEREFORE, for and in consideration of the premises set forth above and the covenants confirmed herein the parties hereto hereby agree as follows:

1.            The authorized capital stock of CRS consists of one hundred thousand (100,000) shares of common stock, no par value. The authorized capital stock of GDWJSI consists of ten million (10,000,000) shares of common stock, $1.00 par value.

2.            Upon the effective time of the merger, CRS shall merge into GDWJSI and GDWJSI shall become the Surviving Corporation. The corporate existence of GDWJSI, with all its purposes, powers and objects, shall continue unaffected and unimpaired by the merger. GDWJSI, as the Surviving Corporation, shall be governed by the laws of the State of Texas and shall succeed to all rights, assets, liabilities and obligations of CRS as set forth in the Texas Business Corporation Act, as amended. Upon the effective time of the merger the separate existence of CRS shall cease.

3.           The Articles of Incorporation of GDWJSI in effect at the effective time of the merger shall be the Articles of Incorporation of the Surviving Corporation, until amended as provided by law. A copy of such Articles of Incorporation is attached hereto as Exhibit A.

4.              The by-laws of GDWJSI as in effect at the effective time of the merger shall be the by-laws of the Surviving Corporation, until the same shall thereafter be altered, amended or repealed in accordance with law, the Articles of Incorporation of the Surviving Corporation or said by-laws.

5.            The directors and officers of GDWJSI at the effective time of the merger shall be the directors and officers of the Surviving Corporation, until their successors shall have been elected and qualified or until their earlier death, resignation or removal.

6. Upon the effective time of the merger:

(a)           All shares of stock of GDWJSI then outstanding shall continue to be outstanding shares, each stock certificate evidencing ownership of said shares shall evidence ownership of the same number of shares of the Surviving Corporation, and said shares shall be fully paid and non-assessable; and

(b) All shares of stock of CRS then outstanding shall be canceled.

7.            Upon the execution thereof, Articles of Merger shall be filed by CRS and GDWJSI with the Texas Secretary of State. The merger shall become effective on April 30, 2001.

8.            If at any time after the effective time of the merger, the Surviving Corporation shall consider, or be advised that, any further assignments or assurances in law or any other things are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, the title to any property or right of CRS acquired or to be acquired by reason of or as a result of the merger, the officers and directors of CRS shall and will in the name of CRS or otherwise, execute and deliver all such proper deeds, assignments, and assurances in law and do all things necessary and proper to vest, perfect, or confirm title to such property and rights in the Surviving Corporation and otherwise to carry out the purpose of this Agreement and Plan of Merger, and the proper officers and directors of the Surviving Corporation are fully authorized in the name of CRS or otherwise to take any and all such action.

IN WITNESS WHEREOF, the undersigned have caused this Agreement and Plan of Merger to be executed as of the date set forth above.

Gardner Denver Water Jetting Systems, Inc. Acknowledged

By	/s/ Tracy D. Pagliara	By:	/s/ Philip R. Roth
Name:	Tracy D. Pagliara	Name:		Philip R. Roth
Title:	Vice President, Secretary & Treasurer	Title:		Chairman

CRS Power Flow, Inc. Acknowledged

By	/s/ Tracy D. Pagliara	By:	/s/ Randy Schwedes
Name:	Tracy D. Pagliara	Name:		Randy Schwedes
Title:	Vice President and Secretary	Title:		Vice President and Treasurer

ARTICLES OF INCORPORATION

OF

BUTTERWORTH JETTING SYSTEMS INC.

ARTICLE I

The name of the corporation is BUTTERWORTH JETTING SYSTEMS INC.

ARTICLE II

The period of its duration is perpetual.

ARTICLE III

The purpose for which the corporation is organized is to engage in the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE IV

The aggregate number of shares which the corporation shall have authority to issue is Ten Million (10,000,000) Shares of Common Stock with $1.00 par value.

4.1         Pre-emptive Rights. No holder of securities of the corporation shall be entitled as a matter of right, pre-emptive or otherwise, to subscribe for or purchase any securities of the corporation now or hereafter authorized to be issued, or securities held in the treasury of the corporation, whether issued or sold for cash or other consideration or as a dividend or otherwise. Any such securities may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.

4.2          Purchase of Shares. Subject to compliance with all applicable laws and with any restrictions appearing elsewhere in these Articles of Incorporation, the corporation may, upon resolution of its Board of Directors, purchase, directly or indirectly, its own shares to the extent of

the aggregate of unrestricted capital surplus available therefor and unrestricted reduction surplus available therefor.

4.3          Cumulative Voting Prohibited. Cumulative voting by the shareholders of the corporation at any election for directors is expressly prohibited. The shareholders entitled to vote for directors in such election shall be entitled to cast one vote per directorship for each share held, and no more.

ARTICLE V

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000.00), consisting of money, labor done or property actually received.

ARTICLE VI

The address of the corporation’s registered office is 5005 Woodway, Suite 300, Houston, Texas 77056, and the name of its registered agent at such address is Robert T. Sabom.

ARTICLE VII

7.1         Number and Qualification of Directors. The number and qualifications of directors constituting the Board of Directors of the corporation shall be fixed or determined in the manner provided in the Bylaws of the corporation. The number of directors may be increased or decreased from time to time in the manner provided in the Bylaws, except that no decrease shall have the effect of shortening the term of any incumbent director. In the absence of a Bylaw providing for the number of directors, or should the corporation fail to determine the number of directors in the manner provided in the Bylaws, the number shall be the same as the number of directors constituting the initial Board of Directors.

7.2          Initial Board of Directors. The initial Board of Directors shall consist of one member. The name and address of the person elected to serve as director of the corporation until

the first annual meeting of shareholders, or until his successor shall have been elected and qualified, is:

Name	Address
I. Michael Ginn	3721 Lapas Drive, Houston, Texas 77023-6435

ARTICLE VIII

The name and the address of the incorporator of the corporation is:

Name	Address
John F. Eiman	5005 Woodway, Ste. 300, Houston, TX 77056
IN WITNESS WHEREOF, I have hereunto set my hand this		27th day of March, 1986

          /s/ John F. Eiman                              

John F. Eiman

STATE OF TEXAS	§
	§
COUNTY OF HARRIS	§

I,    Deborah Reese     , a notary public, do hereby certify that on this 27th day of March, 1986, personally appeared before me John F. Eiman, who being by me first duly sworn, declared that he is the person who signed the foregoing document as incorporator, and that the statements therein contained are true.

        /s/ Deborah Reese                                

Notary Public in and for

the State of T E X A S

My commission expires:    8/26/89  

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

BUTTERWORTH JETTING SYSTEMS INC.

Pursuant to the provisions of Article 404 of the Texas Business Corporation Act (the “Act”), the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation.

I

The name of the corporation is Butterworth Jetting Systems, Inc.

II

The following amendment to the Articles of Incorporation was adopted by the sole shareholder of the corporation on August 4, 1999.

The amendment deletes all of Article I of the original Articles of Incorporation. The part that is deleted read as follows. The name of the corporation is BUTTERWORTH JETTING SYSTEMS INC.

The amendment adds the following words to Article I so that Article I as amended now reads as follows: The name of the corporation is GARDNER DENVER WATER JETTING SYSTEMS, INC.

III

The number of shares of the corporation outstanding at the time of such adoption was 1,053 ½ and the number of shares entitled to vote thereon was 1,053 ½.

IV

The holder of all of the shares outstanding and entitled to vote on said amendment has signed a consent in writing pursuant to the Act adopting said amendment and any written notice required by the Act has been given or waived.

Dated: August 4, 1999

        /s/ Helen W. Cornell                            

Helen W. Cornell

Vice President

EX-3.20

Exhibit 3.20

GARDNER DENVER WATER JETTING SYSTEMS, INC.

BUTTERWORTH JETTING SYSTEMS INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of the corporation shall be located at 3721 Lapas Drive, Houston, Texas 77023-6435.

Section 2. OTHER OFFICES. The corporation may also have offices at such other places both in and outside of the State of Texas as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. TIME AND PLACE. All meetings of shareholders for any purpose may be held at the time and place within or without the State of Texas as stated in the notice of the meeting or in a duly executed waiver of notice of the meeting.

Section 2. ANNUAL MEETINGS. Annual meetings of shareholders, commencing with the year 1987, shall be held on the 15th day of March of each year at 10 o’clock A.M., or at such other date and time as shall be designated from time to time by the Board of Directors. If the date set forth in these By-laws falls upon a date other than a business day, then the annual meeting of shareholders shall be held at the same time and place on the next ensuing day which is a business day. At such annual meeting, directors shall be elected and the shareholders shall transact such other business as may properly be brought before the meeting.

Section 3. SPECIAL MEETINGS. Special meetings of the shareholders for any purpose or purposes may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of the holders of not less than one-tenth of all of the shares entitled to vote at the meetings. A request for a special meeting shall state the purpose or purposes of the proposed meeting and business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice of meeting.

Section 4. NOTICE OF MEETING OF SHAREHOLDERS. Written or printed notice of each meeting of shareholders, whether annual or special, shall be given to each shareholder entitled to vote at such meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting.

Unless a different period is required by the Texas Business Corporation Act or under the Articles of Incorporation of the corporation or these By-laws, all such notices shall be delivered to each shareholder entitled to such notice not less than ten (10) days nor more than fifty (50) days before the meeting. Any such notice shall be deemed to have been delivered when delivered

personally or deposited in the United States mail addressed to the shareholder at such shareholder’s address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

All such notices shall state the place, date and hour of such meeting. In the case of a special meeting, such notice shall also state the purpose or purposes for which the meeting is called. Any proper matter may be presented at an annual meeting of shareholders though not stated in the notice, provided that unless a proposal to be approved by the shareholders relating to the following matters is stated in the notice or a written waiver of notice, as provided in the Texas Business Corporation Act, any such shareholder approval will require unanimous approval of all shareholders entitled to vote at such meeting:

(a) A proposal to amend the Articles of Incorporation of the corporation;

(b) A proposal to reduce the stated capital of the corporation in accordance with the Texas Business Corporation Act without amendment of the Articles of Incorporation of the corporation and without cancellation of share;

(c) A proposal to approve a plan of merger or a plan of consolidation;

(d) A proposal to sell, lease, exchange or otherwise dispose of all, or substantially all, of the property and assets of the corporation, if such approval of the shareholders is required under Article 5.10 of the Texas Business Corporation Act;

(e) A proposal to remove any director on the entire Board of Directors;

(f) A proposal to windup and dissolve the corporation; and

(g) A proposal to revoke voluntary dissolution proceedings initiated by the corporation.

Section 5. QUORUM. The presence in person or by proxy of the holder of a majority of the shares entitled to vote at any meeting shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by the Articles of Incorporation.

Section 6. ADJOURNED MEETINGS AND NOTICE THEREOF. If a quorum is not present in person or by proxy at any meeting of the shareholders, the shareholders entitled to vote at such meeting, present in person or by proxy, have the power to adjourn the meeting from time to time, without any notice other than an announcement at such meeting, until a quorum is present in person or by proxy. At any such adjourned meeting, provided that a quorum of the shareholders as provided in these By-laws is present in person or by proxy, any business may be transacted which might have been transacted if the meeting had been held in accordance with the original notice of such meeting.

Section 7. ACTIONS OF THE QUORUM. If a quorum of the shareholders is present at any meeting of the shareholders, the vote of the holders of a majority of the shares entitled to vote at such meeting, present in person or by proxy, shall decide any question brought before such meeting, unless the question is one upon which a different vote is required by law or by the Articles of Incorporation.

Section 8. VOTING. Except as otherwise provided in the Articles of Incorporation of the corporation or in any resolution of the Board of Directors setting forth the designation of any series of any preferred or special class of stock of the corporation and fixing and determining the relative rights and preferences thereof, each outstanding share having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact; provided, that no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless otherwise provided in the proxy. A proxy shall be revocable unless expressly provided in the proxy to be irrevocable or unless otherwise made irrevocable by law. Unless expressly prohibited by the Articles of Incorporation of the corporation, at all elections for directors every shareholder entitled to vote at such election shall have the right to accumulate his votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such shareholder’s shares are entitled, or to distribute the votes on the same principal among as many candidates as such shareholder shall determine. A shareholder who intends to accumulate his votes as provided in these By-laws must give written notice of such intention to the secretary of the corporation on or before the date preceding the election at which such shareholder intends to accumulate his votes. If any shareholder gives the written notice provided for in the preceding sentence, all shareholders may accumulate their votes at such election.

Section 9. ACTION WITHOUT A MEETING. Any action which is required or which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the shareholders entitled to vote with respect to the subject matter thereof, and such consent has the same force and effect as an unanimous vote at a meeting, and may be stated as such in any document or articles filed with the Secretary of State of the State of Texas or prepared for any other purpose.

Section 10. TELEPHONE MEETINGS. Except as may be otherwise restricted by these By-laws or the Article of Incorporation, shareholders may participate in and hold a meeting of such shareholders by means of conference telephone or other similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section constitutes presence in person at such a meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE III

DIRECTORS

Section 1. POWERS. Subject to the Texas Business Corporation Act and any limitations in the Articles of Incorporation of the corporation relating to action requiring shareholder approval, and subject to the duties of directors as prescribed by these By-laws, the business and affairs of the corporation shall be managed by a Board of Directors.

Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The Board of Directors of the corporation on shall consist of one member. None of the members of the Board of Directors must be residents of the State of Texas or shareholders of the corporation.

Section 3. ELECTION AND TERM OF OFFICE. At the first annual meeting of shareholders and at each annual meeting thereafter the shareholder shall elect directors to hold office until the next succeeding annual meeting, except in the case of the classification of directors as permitted under the Texas Business Corporation Act. Unless removed in accordance with the provisions of these By-laws or the Articles of Incorporation of the corporation, each director shall hold office for the term for which such director is elected and until such director’s successor is elected and qualified.

Section 4. VACANCIES. Vacancies on the Board of Directors (including vacancies created by a removal of a director) may be filled by a majority of the directors then in office, whether or not less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any vacancy in the Board of Directors which exists and must be filled by reason of an increase in the number of directors shall be filled by an election at an annual meeting of the shareholders or at a special meeting of the shareholders called for that purpose.

Section 5. CHANGES IN NUMBER OF DIRECTORS. The number of directors may be inceased or decreased from time to time by amendment to these By-laws but no decrease shall have the effect of shortening the term of any incumbent director.

Section 6. REMOVAL OF DIRECTORS. Any director or the entire Board of Directors may be removed, either for or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors taken at any meeting of shareholders duly called and held for such purpose, subject to any other restrictions on removal which may be provided by these By-laws, the Articles of Incorporation of the corporation or by law. If the corporation has cumulative voting and if less than the entire Board of Directors is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors, or if there are classes of directors, at an election of the class of directors of which he is a part.

Section 7. PLACE OF MEETING. Regular or special meetings of the Board of Directors may be held either within or without the State of Texas.

Section 8. FIRST MEETING. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting is necessary to the newly elected directors in order to constitute legally the meeting, provided a quorum is present. In the event that the shareholders fail to fix the time and place of such first meeting, it shall be held without notice immediately following the annual meeting of shareholders, and at the same place, unless by the unanimous consent of the directors then elected and serving, such time or place is changed.

Section 9. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held upon such notice, or without notice, and at such time and at such place as determined by the Board of Directors.

Section 10. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or the president and shall be called by the secretary upon the written request of two directors. Notice of the time and place of special meetings

shall be delivered personally to each director or by telegraph or sent to the director by mail. In case notice is given by mail or telegram, it shall be sent, charges prepaid, addressed to the director at his address appearing on the corporate records, or if it is not on those records, or is not readily ascertainable, at the place where the meetings of the directors are regularly held. If notice of a special meeting is delivered personally, it shall be delivered to the director at least forty-eight (48) hours piror to the special meeting. If notice is given by telegraph, it shall be delivered to the telegraph office at least forty-eight (48) hours prior to the special meeting. If notice is mailed it shall be deposited in the United States mail at least four (4) days prior to the special meeting. Such mailing, telegraphing or personal delivery as provided for in this Section shall be due, legal and personal notice to such director of such a special meeting.

Section 11. ATTENDANCE. Attendance of a director at any meeting constitutes a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Except as amy be otherwise provided by law or by the Articles of Incorporation or by these By-laws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors must be specified in the notice of or any waiver of notice of such meeting.

Section 12. QUORUM. Unless otherwise specifically provided by law, the Articles of Incorporation of the corporation or these By-laws, at all meetings of the Board of Directors a majority of the number of directors fixed by these By-laws shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation, or these By-laws. If a quorum is present at any meeting of directors, the directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Section 13. COMMITTEES. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in such resolution or in the Articles of Incorporation of the corporation or in these By-laws, shall have and may exercise all of the authority of the Board of Directors, except that no such committee shall have the authority of the Board of Directors with respect to:

(a) amending the Articles of Incorporation of the corporation;

(b) approving a plan of merger or consolidation;

(c) recommending to the shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business;

(d) recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof;

(e) amending, altering, or repealing these By-laws or adopting new By-laws for the corporation;

(f) filling vacancies in the Board of Directors or any such committee;

(g) electing or removing officers or members of any such committee;

(h) fixing the compensation of any member of such committee; or

(i) altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be so amendable or repealable.

If an executive committee is designated, it shall have the power and authority to declare a dividend and to authorize the issuance of shares of the corporation.

The Board of Directors may describe appropriate rules, not inconsistent with these By-laws, the Articles of Incorporation of the corporation or the law, by which proceedings of any committee shall be conducted. Unless otherwise provided by the Board of Directors, a majority of all the members of any such committee may determine its action and fix the time and place of its meetings. Subject to the restrictions, if any, and these By-laws, the Articles of Incorporation of the corporation, or law, the Board of Directors has power at any time to change the number and members of any such committee, to fill vacancies and to discharge any such committee or to remove any member thereof. Election or appointment of a member of a committee shall not of itself create contract rights. The designation of such committee and the delegation thereto fo authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

Section 14. ACTION WITHOUT MEETING. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee formed by the Board of Directors as provided in these By-laws, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors or committee, as applicable. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State of the State of Texas or prepared for any other purpose.

Section 15. TELEPHONE MEETING. Subject to the provisions required or permitted by the Texas Business Corporation Act for notice and meetings, and unless otherwise restricted by these By-laws or the Articles of Incorporation of the corporation, members of the Board of Directors or members of any committee designated by the Board of Directors, including the executive committee, if any, may participate in and hold a meeting of such Board of Directors or such committee by means of conference telephone or other similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 16. COMPENSATION. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation for such services.

Section 17. PRESENCE AT MEETING. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE IV

NOTICES

Section 1. DELIVERY OF NOTICES. In the event that notice is required by law, the Articles of Incorporation or these By-laws to be given to any director, any member of any committee designataed by the Board of Directors or to any shareholder, and no provision is made for the delivery of such notice, then any such notices shall be in writing and shall be delivered personally or mailed to the directors, committee member or shareholders at their respective addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be deposited in the United States mail, postage prepaid. Notice to directors may also be given by telegram.

Section 2. WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of the statutes or of the Articles of Incorporation or of these By-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE V

OFFICERS

Section 1. OFFICERS. The officers of the corporation shall consist of a president, a vice-president, a secretary and a treasurer. The corporation may also have, at the discretion of the Board of Directors, a chairman of the board, additional vice-presidents, and such other officers, assistance officers and agents as deemed necessary by the Board of Directors. Two or more officers may be held by the same person, except that the offices of president and secretary may not be held by the same person.

Section 2. ELECTION AND APPOINTMENTS. The president, vice-president, secretary and treasurer of the corporation shall be elected by the Board of Directors. The other officers of the corporation may be elected by or appointed by the Board of Directors.

Section 3. ELECTION. The Board of Directors shall elect all officers and may appoint or elect assistance, none of whom need be a member of the Board of Directors. The Board of Directors shall have the power to enter into contracts for the employment and compensation of officers for such terms as the Board deems advisable.

Section 4. VACANCIES. A vacancy in any office because of death, resignation, removal, or any other cause shall be filled in a manner prescribed in these By-laws for regular appointments or elections to such office.

Section 5. OFFICERS. Officers other than the president, vice-president, secretary and treasurer and assistance officers and agents appointed in the discretion of the Board of Directors shall hold their offices for such terms and shall have such authority and exercise such powers and perform such duties as shall be determined from time to time by the Board by resolution not inconsistent with these By-laws.

Section 6. SALARIES. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

Section 7. TERM AND REMOVAL. Each officer of the corporation shall hold office until his successor is elected or appointed and qualifies, or until his death, resignation or removal from office. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 8. CHAIRMAN OF THE BOARD. The Board of Directors may, in its discretion, elect a chairman of the board who shall preside at all meetings of the Board of Directors and shall have, exercise and perform any other powers and duties assigned to him by the Board of Directors pursuant to resolutions duly adopted by the Board of Directors or prescribed by these By-laws.

Section 9. PRESIDENT. The president shall be the chief executive officer of the corporation, shall have general and active management of the business of the corporation and shall give effect to all orders and resolutions of the Board of Directors. The president shall preside at all meetings of the shareholders and, in the absence of the chairman of the Board, at all meetings of the Board of Directors.

Section 10. VICE PRESIDENT. Unless otherwise provided by the Board of Directors, in the absence or disability of the president, the vice-presidents, in order of their seniority, shall perform the duties and have the authority and exercise the powers of the president. They shall perform such other duties and have such other authority and powers as the Board of Directors may prescribe or as the president may delegate.

Section 11. SECRETARY. The secretary shall keep or cause to be kept a book of minutes of all meetings and actions by written consent of all directors, shareholders and committees of the Board of Directors. The secretary shall attend all meetings of the Board of Directors and all meetings of shareholders and record all of the proceedings of the meetings of the Board of Directors and of the shareholders in a minute book kept for that purpose. If requested by a committee of the Board of Directors, the secretary shall attend the meetings of such committee and record all the proceedings of such committee in a minutes book kept for that purpose; provided that the Board of Directors, or the secretary delegated the authority by the Board of Directors, may designate an assistant secretary to attend meetings of any committee of the Board of Directors. The

secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president. The secretary shall keep in safe custody the seal of the corporation and, when authorized by the Board of Directors, shall affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of an assistant secretary or of the treasurer.

Section 12. ASSISTANT SECRETARIES. Any assistant secretary shall perform such duties as are prescribed by these By-laws or as may be assigned to such assistant secretary by the Board of Directors, by the president or by the secretary. The assistant secretaries in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary. If requested by the Board of Directors, or if the secretary is delegated such authority by the Board of Directors, any assistant secretary shall attend the meetings of any committee of the Board of Directors and record all the proceedings of such committee in a minute book kept for such purpose.

Section 13. TREASURER. The treasurer shall function as the chief financial officer of the corporation; shall have custody of the funds and securities of the corporation; shall keep full and accurate accounts and records of receipts, disbursements and other transactions in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors; shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements; and shall report to the president and the Board of directors, at regular meetings, or when the president or Board of Directors so requires, regarding the financial affairs, transactions and condition of the corporation. If required by the Board of Directors, the treasurer shall post a bond in favor of the corporation of such type, character and amount as the Board of Directors may require.

Section 14. ASSISTANT TREASURERS. Any assistant treasurer shall perform such duties as are prescribed by these By-laws or as may be assigned to such assistant treasurer by the Board of Directors, by the president or by the treasurer. The assistant treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer.

ARTICLE VI

SHARE CERTIFICATES AND SHAREHOLDERS

Section 1. CERTIFICATES FOR SHARES. The shares of the corporation shall be represented by certificates signed by the president or a vice president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.

Section 2. SIGNATURES. The signatures of the president or vice president and the secretary or assistant secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, either of which is other than the corporation. In case any officer who has signed or whose facsimile signature has been placed upon

such certificate ceases to be an officer of the corporation before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issuance.

Section 3. RESTRICTIONS. Any certificate evidencing shares of the stock of this corporation also shall contain such legend or other statement as may be required by Article 2.22 of the Texas Business Corporation Act, by any agreement between the corporation and the issuees of any shares, and may contain any such other legend or statement as may be required by any applicable law, regulation or agreement.

Section 4. LOST CERTIFICATES. The Board of Directors may direct a new certificate to be issued in place of any certificate previously issued by the corporation alleged to have been lost or destroyed. The Board of Directors, may, as a condition of issuing a new certificate prescribe such terms and conditions as it deems expedient and may require such indemnities as it deems adequate to protect the corporation from any claim that may be made against the corporation with respect to any lost or destroyed certificate.

Section 5. TRANSFERS. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares which certificate is duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto and the old certificate cancelled and the transaction recorded upon the books of the corporation.

Section 6. CLOSING OF TRANSFER BOOKS. For the purpose of determining those shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed 50 days. If the stock transfer books are closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least 10 days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 50 days and, in case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this seciton, such determination shall be applied to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.

Section 7.REGISTERED SHAREHOLDERS.The corporation is entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not the

corporation shall have express or other notice thereof, except as otherwise provided by statute or law.

Section 8. SHAREHOLDER LIST. The officer or agent having charge of the transfer books for shares shall, at least ten days before each meeting of shareholders, make a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of 10 days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of the shareholders.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 1. DIVIDEND - PAYMENT. Subject to any restrictions provided by law, the Articles of Incorporation of the corporation or these By-laws, dividends may be declared by the Board of Directors, in its discretion, at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in the corporation’s own shares, subject to any restrictions provided by law, the Articles of Incorporation of the corporation or these By-laws.

Section 2.OTHER RESTRICTIONS ON DIVIDENDS OF THE CORPORATION. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, determine is an adequate reserve fund for meeting contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors believe is conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 3. CHECKS. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 4. FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board o Directors.

Section 5. SEAL. The corporate seal shall be in such form as may be prescribed from time time by the Board of Directors. The seal may be used by such officers of the corporation as may be designated from time to time by the Board of Directors by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced upon instruments of any nature required to be executed by such officers.

Section 6. BOOKS AND RECORDS. The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and board of directors, and shall keep at its registered office or principal place of

business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 7. SECURITIES OF OTHER CORPORATIONS. The president or any vice president or secretary or treasurer of the corporation shall have power and authority to transfer, endorse for transfer, vote, consent or take any other action with respect to any securities of another issuer which may be held or owned by the corporation and to make, execute and deliver any waiver, proxy or consent with respect to any such securities.

Section 8. AMENDMENTS. These By-laws may be altered, amended, or repealed or new by-laws may be adopted by the Board of Directors, subject to repeal or change by action of the shareholders, in accordance with any other applicable provisions of these By-laws or the Articles of Incorporation of this corporation, at any annual or special meeting of shareholders notice and conducted in accordance with the provisions of these By-laws.

Section 9. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation shall indemnify any director or officer or former director or officer of the corporation, or any person who serves or has served at the request of the corporation as a director or officer or former director or officer of another corporation in which the corporation ownes shares of capital stock or of which the corporation is a creditor, against expenses actually and necessarily incurred by such person in connection with the defense of any action, suit or proceeding, whether civil or criminal, in which such person is made a party by reason of being or having been such director or officer, except in relation to matters as to which such person is adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty. The corporation shall also reimburse any such director or officer or former director or officer or any such person serving or formerly serving in the capacities as provided above at the request of the corporation for the reasonable cost of settlement of any such action, suit or proceeding, if it is found by a majority of the directors not involved in the matter in controversy, whether or not a quorum, that it was in the best interests of the corporation that such settlement be made, and that such director or officer or former director or officer or such person was not guilty of negligence or misconduct in performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which such director or officer or former director or officer or such person may be entitled, under any by-laws, agreement, insurance policy or vote of shareholders, or otherwise.

Section 10. INSURANCE. The Board of Directors shall have, in its sole discretion, the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and insurred by him in any such capacity or arising out of his status.

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

(1)That I am the duly elected and acting Secretary of BUTTERWORTH JETTING SYSTEMS INC., a Texas corporation; and

(2)That the foregoing By-Laws, comprising fourteen (14) pages, constitute the By-Laws of such corporation as duly adopted by the Board of Directors of the corporation at a meeting of the Board on March 28, 1986.

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of such corporation this 28th day of   March  , 1986.

              /s/ Robert A. Simmons III              

Secretary

EX-3.21

Exhibit 3.21

CERTIFICATE OF INCORPORATION

OF

HOFFMAN AIR FILTRATION LICENSCO INC.

FIRST: The name of the corporation is HOFFMAN AIR FILTRATION LICENSCO INC. (the “Corporation”).

SECOND: The address of its registered office in the State of Delaware is 1209 Orange Street, in the County of New Castle, Wilmington, Delaware, and the name of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted are:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware; and

In general, to possess and exercise all the powers and privileges granted by the General Corporation Law of the State of Delaware or by any other law of Delaware or by this certificate of incorporation, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of Common Stock, par value $.10 per share, amounting in the aggregate to one hundred dollars ($100).

FIFTH: The name and mailing address of the incorporator is Mary Jo Cisternino, c/o Cummings & Lockwood, Ten Stamford Forum, P.O. Box 120, Stamford, Connecticut 06904.

SIXTH: The Board of Directors is expressly authorized to exercise all powers granted to the directors by law except insofar as such powers are limited or denied herein or in the

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By-Laws of the Corporation. In furtherance of such powers, the Board of Directors shall have the right to make, alter or repeal the By-Laws of the Corporation.

SEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation. Elections of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

EIGHTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such a manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application is made, be binding upon all of the creditors or class of creditors, and/or

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on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

NINTH: No director shall have any personal liability to the Corporation or its stockholders for any monetary damages for breach of fiduciary duty as a director, except that this Article shall not eliminate or limit the liability of each director (i) for any breach of such director’s duty of loyalty to the Corporation or its stockholder, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which such director derived an improper personal benefit.

TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed by statute.

THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, makes this certificate, hereby declaring and certifying that this is her act and deed and the facts herein stated are true, and accordingly, has hereunto set her hand this    29th    day of November, 1988.

     /s/ Mary Jo Cisternino                                                       

Mary Jo Cisternino

Sole Incorporator

EX-3.22

Exhibit 3.22

BY-LAWS

OF

HOFFMAN AIR FILTRATION LICENSCO INC.

(a Delaware Corporation)

SECTION I. NAME AND LOCATION

1.1 Name. The name of this corporation shall be Hoffman Air Filtration Licensco Inc.

1.2         Registered Office and Agent. Its registered office shall be located at 1209 Orange Street, Wilmington, Delaware and its registered agent shall be The Corporation Trust Company.

1.3         Changes. The name, registered office and registered agent may be changed by the Directors from time to time, subject to the provisions of the Delaware General Corporation Law (hereinafter referred to as the “Law”).

1.4         Places of Business. Places for the transaction of business shall be located as the Directors may from time to time determine.

SECTION II. CORPORATE SEAL

The corporation shall have a corporate seal of the following design:

HOFFMAN AIR FILTRATION LICENSCO INC.

DELAWARE

1988

SECTION III. FISCAL YEAR

The fiscal year of the corporation shall be from January 1 of each year; except as from time to time otherwise provided by the Board of Directors.

SECTION IV. CAPITAL STOCK

4.1         Amount. The amount of authorized capital stock of the corporation, with or without par value, shall be as is set forth in the Certificate of Incorporation, or as are hereafter set forth in amendments to the Certificate of Incorporation.

4.2        Division into Classes. If the capital stock is divided into more than one class of stock, the description of such classes, including the terms upon which they are created, and the voting rights of each shall be as are set forth in the Certificate of Incorporation, or as are hereafter set forth in amendments to the Certificate of Incorporation.

4.3        Stock Certificates. Each Stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, be prescribed from time to time by the Directors. Such certificate shall be signed by the Chairman, the Vice-Chairman of the Board, the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.

4.4        Transfer of Shares of Stock. Transfers of stock shall be made only in the manner prescribed by the Law. Only persons registered on the books of the corporation as the owners of shares and their personal representatives shall be entitled to receive dividends and to vote as such owners; and furthermore, the corporation, for the purposes of levying calls and assessments, may treat such persons so registered on its books as the owners of the shares registered in their names. Upon delivery and surrender to the corporation of a stock certificate endorsed as by Law required to transfer title, or accompanied by a written assignment or power of attorney to sell, assign or transfer the same or the shares represented thereby, properly executed, the Secretary shall, subject to any valid restrictions on transfer, register the transferee as the owner of the shares so transferred.

45          Record Date. The Board of Directors may in advance fix a date not more than sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders nor more than sixty (60) days prior to the date for the payment of any dividend or the making of any distribution to stockholders, or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting, and any adjournment thereof, or the right to receive such dividend or distribution or the right to give such consent or dissent. In such case, only stockholders of record on such date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the record date.

4.6        Loss of Certificate. In the event of the loss, theft or destruction of any certificate of stock issued by the corporation, the owner thereof shall be entitled to have a new certificate or uncertificated shares for the same number of shares of stock issued in lieu of said certificate so lost, stolen or destroyed, upon satisfactory proof of ownership and upon the giving of such bond or security to the corporation to indemnify it against any loss, cost, damage or expense which may accrue to it by reason of the issue of said certificate in lieu of the certificate so lost, stolen or destroyed, as the Directors may deem necessary or convenient.

4.7        Transfer Agent and Registrar. The Directors may from time to time appoint one or more Transfer Agents and/or one or more Registrars for any class or classes of stock; to provide that stock certificates shall not be valid unless countersigned by any such Transfer Agent or Transfer Agents and/or registered by such Registrar or Registrars; and to give such Transfer Agent or Transfer Agents and/or such Registrar or Registrars such powers and authority as may from time to time be deemed necessary or advisable.

4.8        Restriction on Transfer of Stock. The corporation shall have the right in case any Stockholder desires to sell any stock of the corporation to purchase said stock at the lowest price and upon the most lenient terms at which such Stockholder is willing to sell the same before such stock may be sold to any other party. No sale of any stock to any party other than the corporation shall be valid unless such stock shall have first been so offered in writing to the corporation and unless such offer shall have been rejected or shall not have been acted upon by the corporation

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within thirty (30) days after such offer is made. The Directors shall have the power to accept or reject such offer on behalf of the corporation. Any Stockholder who shall have offered his stock for sale to the corporation in accordance with the foregoing provisions may at any time within sixty (60) days after the rejection of such offer by the corporation, or if the corporation shall neither accept nor reject such offer, then within ninety (90) days after such offer shall have been made to the corporation, sell the stock so offered to the corporation to any other party but not for a price lower nor upon more lenient terms than that at which such stock shall have been previously offered to the corporation.

SECTION V. STOCKHOLDERS

5.1         Voting and Proxies. Stockholders entitled to vote may vote either in person or by written proxy at all meetings, provided that such proxies are valid under the Law. Unless otherwise provided in the Certificate of Incorporation, each Stockholder is entitled to one vote for each share of stock.

5.2        Annual and Special Meetings. The annual meetings of Stockholders for the election of Directors and the transaction of such other business as may come before the meeting shall be held at the registered office of the corporation, at any place of business of the corporation, at the office of BTR Inc., or at such other place within or without the State of Delaware as the Directors may hereafter determine, on the first Tuesday of the month which first commences after ninety (90) days from the end of the corporation’s fiscal year, except when such day shall be a legal holiday, in which case the annual meeting shall be held on the next business day. The annual meeting may be held on a different date, earlier or later, without amendment of this provision. Special meetings of the Stockholders shall be called by the Directors or the President. The officer who has charge of the stock ledger of a corporation shall prepare and make, at least ten (10) days before every meeting of Stockholders, a complete list of the Stockholders entitled to vote at the meeting in accordance with the Law.

5.3        Notice and Waiver. Written notice of each meeting of stockholders, stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days prior to each meeting, to each stockholder or record entitled to vote at such meeting by leaving such notice with him personally or by transmitting such notice with confirmed delivery (including by telex, cable or other form of recorded communication, provided that delivery of such notice in written form is confirmed in a writing) to his residence or usual place of business, or by depositing such notice in the mails in a postage prepaid envelope addressed to him at his post office address as it appears on the corporate records of the Corporation. Notice of any meeting of stockholders may be waived in writing by all stockholders entitled to vote at such meeting. Attendance at a meeting by any stockholder shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

5.4        Quorum. The holders of a majority of the stock entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders except as otherwise specially provided by these By-Laws, by the Certificate of Incorporation or by statute. The affirmative vote, at a meeting of stockholders duly held and at which a quorum is present, of a majority of the voting power of the shares represented at such meeting which are entitled to vote on

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the subject matter shall be the act of the stockholders, except as is otherwise specially provided by a By-Law, by the Certificate of Incorporation or by statute. If less than a majority of such outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

5.5.       Action Without a Meeting. Any action required or permitted to be taken at a meeting of Stockholders by these Bylaws, may be taken without a meeting if all of the Stockholders entitled to vote thereon consent thereto in writing. Any such action may be taken without a meeting upon the written consent of less than all of the Stockholders entitled to vote thereon, if the Stockholders who so consent would be entitled to cast at least the minimum number of votes which would be required to take such action at a meeting at which all Stockholders entitled to vote thereon are present and the action pursuant to this section is authorized by the Certificate of Incorporation. Whenever action is taken pursuant to this section, the written consents of the Stockholders consenting thereto shall be filed with the minutes of the meetings of the Stockholders. Prompt notice of the taking of corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not so consented.

SECTION VI. BOARD OF DIRECTORS

6.1         Number. The property, business and affairs of the corporation shall be managed by a Board of Directors, composed of such number as may from time to time be fixed by the Stockholders, except that there shall never be less than three Directors (unless all the shares of stock in the corporation are owned beneficially and of record by less than three Stockholders, in which event there may be less than three Directors but no less than the number of Stockholders). A Director need not be a Stockholder or a resident of the State of Delaware.

6.2        Election. Members of the initial Board of Directors as elected at the organization meeting shall hold office until the first annual meeting of the stockholders and until their successors have been elected and qualified. At each annual meeting of stockholders, directors shall be elected to hold office until their successors are elected and qualified or until their earlier resignation or removal.

6.3        Tenure. Each Director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified, or until his earlier death, resignation, removal, ineligibility or disqualification.

6.4        Removal. Any Director may be removed with or without cause by the Stockholders at any time, or by the Directors with cause at any time, except that any Director who is elected by any class or series of shares or holders of bonds which vote as a class may be removed only for cause and only by the applicable vote of the holders of such shares or bonds, voting as a class. In the case of the corporation having cumulative voting, if less than the entire board is to be removed, no Director may be removed without cause if the votes against his removal would be sufficient to

4

elect him if then cumulatively voted at an election of the entire Board of Directors, or, if there be a class of Directors, at an election of the class of Directors of which he is a part.

6.5        Resignations. Any Director may resign his office at any time, such resignation to be made in writing and to take effect from the time of its receipt by the corporation, unless some other but later time be fixed in the resignation, and then from that time. The acceptance of a resignation shall not be required to make it effective.

6.6        Powers. Except as reserved to the Stockholders by the Law, by the Certificate of Incorporation or by these Bylaws, the business of the corporation shall be managed by the Directors who shall have and may exercise all the powers of the corporation. In particular, and without limiting the generality of the foregoing, the Directors may, at any time, fix the compensation of Directors, issue all or from time to time any part of the unissued capital stock of the corporation from time to time authorized under the Certificate of Incorporation, and may determine, subject to the requirements of the Law and the Certificate of Incorporation, consideration for which stock is to be issued, the manner of allocating such consideration between capital and surplus, and, in the case of preferred or special classes of stock, the division of same into series and the relative rights and preferences of any series established by the Directors.

6.7        Committees. The Directors may, by vote of a majority of the Directors then in office, elect from their number an executive committee and other committees and may by vote delegate to any such committee or committees some or all of the powers of the Directors except those which by the Law, by the Certificate of Incorporation or by these Bylaws they are prohibited from delegating. Except as the Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Directors or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these Bylaws for the conduct of business by the Directors. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum may unanimously appoint another member of the Board of Directors to act as the meeting in place of any such absent or disqualified member.

6.8        Regular and Special Meetings. The annual meeting, regular and special meetings of the Directors for the election of officers and/or the transaction of such other business as may come before the Directors shall be held at such place, within or without the State of Delaware, as may be determined by the Directors. The annual meeting shall be held as soon as is convenient after the annual meeting of the Stockholders at which the Directors are elected and after each annual meeting of the Stockholders.

6.9        Meetings by Telephone Conference Circuit. Meetings of the Directors may be held by means of a telephone conference circuit or other similar communications and connection to such circuit or other means of communication shall constitute presence at such meetings.

6.10      Action Without a Meeting. Any action which may be taken or is required to be taken at a meeting of the Directors or a committee thereof may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed before or after such action by all of the Directors, or committee members as the case may be.

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6.11       Place, Time and Notice of Meetings. Regular and special meetings of the Board of Directors shall be held at any reasonable and suitable place upon the giving of twenty-four (24) hours notice, oral, written or by telephone to each Director. Meetings shall be called by the Chairman, Vice-Chairman, President or Secretary of the corporation. Attendance at a meeting by a Director shall constitute a waiver of notice of such meeting, except when a Director attends solely to object to the transaction of business on the basis that the meeting was not lawfully called or convened. The purpose of the meeting need not be stated in any notice thereof.

6.12      Quorum. One-third of the number of Directors then holding office shall constitute a quorum for the transaction of business unless otherwise provided in the Certificate of Incorporation. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by the Certificate of Incorporation or these Bylaws.

SECTION VII. OFFICERS AND AGENTS

7.1         Enumeration; Qualification. The officers of the corporation shall be a President, a Treasurer, a Secretary, and such other officers, including a Chairman and Vice-Chairman of the Board of Directors, Vice-Presidents, Assistant Treasurers, Assistant Secretaries, as the Directors from time to time may, in their discretion, elect or appoint. The corporation may also have such agents, if any, as the Directors from time to time may, in their discretion, appoint. Any officer may be but need not be a Director or Stockholder. Any two or more offices may be held by the same person. Any officer may be required by the Directors to give bond for the faithful performance of his duties to the corporation in such amount and with such sureties as the Directors may determine.

7.2        Powers. Subject to the Law, the Certificate of Incorporation and the other provisions of these Bylaws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such duties and powers as the Directors may from time to time designate. Securities of other corporations held by the Corporation may be voted by any officer designated by the Board and, in the absence of any such designation, by the President, any Vice-President, the Secretary of the Treasurer. The Board may require any officer, agent or employee to give security for the faithful performance of his duties.

7.3        Election. The President, the Vice-Presidents, the Treasurer and the Secretary shall be elected annually by the Directors at their first meeting following the annual meeting of the Stockholders, unless a vacancy occurs, in which event such vacancy may be filled at any time by the Directors. Other officers, if any, may be elected or appointed by the Directors at said meeting or at any other time.

7.4        Tenure. The President, the Vice-Presidents, the Treasurer, and the Secretary shall hold office until the first meeting of the Directors following the next annual meeting of the Stockholders and until their respective successors are chosen and qualified, and each other officer shall hold office until the first meeting of the Directors following the next annual meeting of the Stockholders, unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until his earlier death, resignation, removal or disqualification. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Each agent shall retain his authority at the pleasure of the Directors.

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7.5        Chairman and Vice-Chairman. The Chairman of the Board of Directors shall preside at all meetings of the Directors. The Vice-Chairman of the Board of Directors shall act as Chairman and be vested with his powers and authority in his absence or in the event of the Chairman’s inability to serve or perform his duties.

7.6        President and Vice-Presidents. Except as otherwise voted by the Directors, the President shall be the chief executive officer of the corporation and, subject to the control of the Directors, shall have general charge and supervision of the business of the corporation. The President shall preside at all meetings of the Stockholders and, in the absence of a Chairman and Vice-Chairman, of the Directors at which he is present, except as otherwise voted by the Directors. Any Vice-President shall have such duties and powers as shall be designated from time to time by the Directors.

7.7        Treasurer and Assistant Treasurers. The Treasurer shall be the chief financial and accounting officer of the corporation and shall be in charge of its funds and valuable papers, books of account and accounting records, and shall have such other duties and powers as may be designated from time to time by the Directors or by the President. Any Assistant Treasurers shall have such duties and powers as shall be designated from time to time by the Directors.

7.8        Secretary and Assistant Secretaries. The Secretary shall record all proceedings of the Stockholders and Directors in a book to be kept therefor, which book shall be kept at the principal office of the corporation, at the office of its transfer agent or of its Secretary, or at the office of its legal counsel. In the absence of the Secretary from any meeting of the Stockholders, an Assistant Secretary, or, if there be none or he is absent, a temporary Secretary chosen at the meeting, shall record the proceedings thereof in the aforesaid book. Unless a transfer agent has been appointed, the Secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all Stockholders and the amount of stock held by each. The Secretary shall keep a true record of the proceedings of all meetings of the Directors and, in his absence from any such meeting, an Assistant Secretary, or, if there be none or he is absent, a temporary Secretary chosen at the meeting, shall record the proceedings thereof. Any Assistant Secretary shall have such duties and powers as shall be designated from time to time by the Directors.

7.9        Resignations. Any officer my resign at any time by delivering his resignation in writing to the President, the Treasurer or the Secretary or to a meeting of the Directors. Such resignation shall be effective upon receipt unless specified to be effective at some other later time, at which date it shall become effective. The acceptance of a resignation shall not be required to make it effective.

SECTION VIII. INDEMNIFICATION

The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

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SECTION IX. EXECUTION OF PAPERS

Unless in a particular case the Directors may also authorize others to do so, all contracts, mortgages, leases, deeds, transfer and other conveyances of the real or personal property of the corporation, all promissory notes, acceptances, checks, drafts, orders or other obligations of the corporation for the payment of money, all bonds, licenses, returns, reports, applications, and all other instruments or writings of any nature, shall be signed, executed, acknowledged, and delivered for and on behalf of the corporation by the President, any Vice-President or the Treasurer.

SECTION X.AMENDMENTS

To the extent permitted by the Law, these Bylaws may be added to, amended or repealed at any meeting of the Stockholders or at any meeting of the Board of Directors, provided that any amendments made by the Directors may be changed by the Stockholders.

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EX-3.23

Exhibit 3.23

CERTIFICATE OF INCORPORATION

OF

LAMSON CORPORATION

(Under Section 402 of the Business Corporation Law)

FIRST: The name of the corporation is LAMSON CORPORATION, hereinafter sometimes called the “Corporation.”

SECOND: The purposes for which the Corporation is formed are as follows:

(a)           To manufacture, deal in, buy, sell, import, export, install and dispose of all products related to material handling systems of all kinds, including commercial conveyor systems, - industrial conveyer systems, pallet loading systems, pneumatic tube systems and all other material handling systems, including the preparation of lay-outs, plans and specifications for the construction and installation thereof, the preparation of cost estimates and the submission of bids in connection therewith, the supervision of the construction and installation thereof, the conduct of all electrical and mechanical business related thereto, and the buying, selling, dealing in all machinery, equipment, fixtures and things necessary and incidental to the carrying on of the aforesaid purposes.

(b)          To manufacture, buy, sell, import, export, install, dispose of and generally deal in tubes, control panels, material and other devices and equipment comprising material handling systems and other merchandise, machinery, commodities and articles of commerce of any and every class and description.

(c)           To acquire (by application, assignment, purchase, exchange, lease, hire, or otherwise), hold, own, use, license, lease and sell, either alone or in conjunction with others, the absolute or any partial or qualified interest in and to inventions, improvements, letters patent and applications for them, licenses, formulas, privileges, processes, copyrights and applications therefor, trademarks and applications for them, and trade names and applications for them.

(d)           To acquire, hold, use, develop, mine, manage, operate lease, deal in and dispose of, in any manner whatsoever, both improved and unimproved real property and any interests therein wherever situated, and to improve the same for purposes of sale or otherwise.

(e)           To subscribe for, underwrite, acquire, hold, use, deal in and dispose of, in any manner whatsoever, any securities created or issued by any person, corporation or governmental agency.

(f)           To such extent as a corporation organized under the Business Corporation Law of the State of New York may now or hereafter lawfully do, to do each and every thing

2

necessary, suitable, convenient or proper for, or in connection with, or incidental to, the accomplishment or any one or more of the powers herein enumerated, or designed directly or indirectly to promote the interests of the Corporation to enhance the value of any of its properties; and in general to do any and all things and exercise any and all powers, rights and privileges for which a corporation may now or hereafter be organized under the Business Corporation Law of the State of New York, or under any act amendatory thereof, supplemental thereto, or substituted therefor.

(g)           For the accomplishment of the aforesaid purposes, and in furtherance thereof, the Corporation shall have and may exercise all of the powers conferred by the Business Corporation Law upon corporations formed thereunder, subject to any limitations contained in Article 2 of said law or in accordance with any other statute of the State of New York.

THIRD: The office of the Corporation in the State of New York shall be located in the City of New York and County of New York.

FOURTH: The aggregate number of shares which the Corporation shall have authority to issue is Two Million (2,000,000), par value One Cent ($.01) each, amounting in the aggregate to Twenty Thousand Dollars ($20,000.00).

FIFTH: Fifty thousand (50,000) authorized shares with a par value of one cent ($.01) per share, having an aggregate par value of five hundred dollars ($500.00), shall be known as ‘Class A shares’ and one million nine hundred fifty thousand (1,950,000) authorized shares with a par value of one cent ($.01) per share, having an aggregate par value of nineteen thousand five hundred dollars ($19,500.00), shall be known as ‘common shares.’

No holder of any shares of the Corporation of any class shall as such holder have any pre-emptive rights to purchase or subscribe for any other shares or securities of the Corporation of any class which at any time may be sold or offered for sale or subscription by the Corporation.

SIXTH: The following is a description of each class of shares which the Corporation is authorized to issue and a statement of the designations, preferences, qualifications, limitations, restrictions and the special or relative rights granted to or imposed upon the shares of each class:

3

(a)           Dividends. The holders of the outstanding Class A shares and the holders of the outstanding common shares shall be entitled to receive dividends on the basis of the dividend of each Class A share and each common share being equal and the board of directors of this Corporation shall declare such dividends payable to holders of outstanding shares of both classes simultaneously and as a condition of the declaration of any dividend on either class of shares, whether payable in cash, property or shares.

(b)          Redemption of Class A Shares. The Class A shares shall be redeemable, in whole but not in part, at the option of the Corporation by resolution of its board of directors, at any time and from time to time on or after October 1, 1982, upon giving the notice hereinafter provided, at the redemption price per share equal to $150, plus the aggregate of all amounts, if any, credited to the stated capital and/or capital surplus accounts of the Corporation resulting from any contribution to the capital of the Corporation made by the holders of the Class A shares or any of them, divided by the number of Class A shares outstanding at the time of each such contribution. Written notice of redemption, stating the date and place of redemption, shall be mailed by the Corporation, not less than 30 days nor more than 45 days prior to the redemption date, to the record holders of the shares to be redeemed, directed to their last known addresses as shown by the corporate records.

If notice of redemption is given as provided above, and if on the redemption date the Corporation has set apart, in trust for the purpose, sufficient funds for such redemption, then from and after the redemption date, notwithstanding that any certificate for such shares has not been surrendered for cancellation, the Class A shares called for redemption shall be deemed to be no longer outstanding and all rights with respect to such shares shall forthwith cease and terminate, except only the right of the holders thereof to receive the redemption price therefor (without interest) upon surrender of certificates for the shares called for redemption.

(c)           Rights of Liquidation of Class A Shares. In the event of any liquidation, dissolution, or winding-up of the affairs of the Corporation, whether voluntary or otherwise, after payment or provision for payment of debts and other liabilities of the Corporation, the holders of the Class A shares shall be entitled to receive, out of the remaining net assets of the Corporation, an amount per share equal to the price per share set forth in Section (b) of this article applicable to optional redemption, before any distribution shall be made to the holders of the common shares of the Corporation. If upon any liquidation, dissolution or winding-up of the Corporation the assets distributable among the holders of the Class A shares shall be insufficient to permit the payment in full of all preferential amounts payable to all such holders, then the entire assets of the Corporation thus distributable shall be distributed ratably among the holders of all of the Class A shares in proportion to the respective amounts that would be payable per share if such assets were sufficient to permit payment in full.

(d)          Conversion of Class A Shares Into Common Shares. The Class A shares shall be convertible, at any time, at the option of the holder thereof, into fully paid and non-assessable common shares on the basis of one common shares for each one Class A share surrendered for conversion, upon the surrender to the Corporation (at the office of the transfer agent, if any, for the Class A shares, or at such place, if any, as the board of

4

directors may determine) for cancellation of the certificates of Class A shares so to be converted. The Corporation shall at all times reserve and keep available for issue the full number of common shares deliverable on the conversion of all of the Class A shares from time to time outstanding.

(e)           Split-Up, Combination or Other Reclassification. No split-up, combination or other reclassification of the common shares into a different number of shares of the same class shall be made unless a similar split-up, combination or reclassification of the Class A shares into a different number of Class A shares shall be made at the same time and in the same ratable amount per share and no split-up, combination or reclassification of Class A shares into a different number of shares of the same class shall be made unless a similar split-up, combination or other reclassification of common shares into a different number of common shares shall be made at the same time and in the same ratable amount per share.

SEVENTH: The Secretary of State of the State of New York is hereby designated as the agent of the Corporation upon whom process against the Corporation may be served. The post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him is: LAMSON CORPORATION, c/o Paul Mishkin, Esq., One Rockefeller Plaza, Suite 2424, New York, NY 10020.

EIGHTH: The Corporation shall, to the full extent authorized by law, indemnify any present or former officer or director of the Corporation or the personal representatives thereof, made or threatened to be made a party in any civil or criminal action or proceeding by reason of the fact that he, his testator, or intestate is or was a director or officer of the Corporation, or served any other corporation, partnership, joint venture, trust, in any capacity at the request of the Corporation, against judgments, fines (including excise taxes assessed on such a person in connection with service to an employee benefit plan), amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding or any appeal therein. For purposes of this Article, the Corporation shall be deemed to have requested such present or former officer or director to serve an employee benefit plan where the performance by such person of his duties to the Corporation also imposes duties on, or otherwise involves services by such person to the plan or participants or beneficiaries of the plan. The foregoing right of

5

indemnification shall not be deemed exclusive of any other rights to which any such person, his testator or intestate, may be entitled apart from this provision.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury, this 12th day of October, 1980.

/s/ Paul Mishkin                                  

Paul Mishkin, Vice President

/s/ Paul Mishkin                                  

Paul Mishkin, Secretary

6

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

LAMSON CORPORATION

Under Section 805 of the Business Corporation Law

(1) The name of the corporation is LAMSON CORPORATION.

(2)           The certificate of incorporation was filed by the department of state on the 25th day of September, 1980.

(3)	The certificate of incorporation is hereby amended to effect the following changes:
	(i)	to broaden the purposes for which the corporation is formed;

(ii)           to change the designation of the classes of shares; namely, changing the Class A stock to “Class A shares” and the Class B stock to “common shares”

(iii)          to provide that no holder of any shares of any classes shall have any pre-emptive rights; and

(iv) to revise the statement of preferences, qualification, limitations, restrictions and relative rights imposed on the shares of each class in a number of respects, including granting the corporation an option right of redemption of the Class A shares.

(4)           Article SECOND of the certificate of incorporation which states that purposes for which the corporation is formed is amended to read as follows:

(a)           To manufacture, deal in, buy, sell, import, export, install and dispose of all products related to material handling systems of all kinds, including commercial conveyer systems, industrial conveyer systems, pallet loading systems, pneumatic tube systems and all other material handling systems, including the preparation of lay-outs, plans and specifications for the construction, and installation thereof, the preparation of cost estimates and the submission of bids in connection therewith, the supervision of the construction and installation thereof, the conduct of all electrical and mechanical business related thereto, and the buying, selling, dealing in all machinery, equipment, fixtures and things necessary and incidental to the carrying on of the aforesaid purposes.

(b)          To manufacture, buy, sell, import, export, install, dispose of and generally deal in tubes, control panels, material and other devices and equipment comprising material

1

handling systems and other merchandise, machinery, commodities and articles of commerce of any and every class and description.

(c)           To acquire (by application, assignment, purchase, exchange, lease, hire, or otherwise), hold, own, use, license, lease and sell, either alone or in conjunction with others, the absolute or any partial or qualified interest in and to inventions, improvement, letter patent and applications for them, licenses, formulas, privileges, processes, copyrights and applications therefor, trademarks and applications for them, and trade names and applications for them.

(d)           To acquire, hold, use, develop, mine, manage, operate lease, deal in and dispose of, in any manner whatsoever, both improved and unimproved real property and any interests therein wherever situated; and to improve the same for purposes of sale or otherwise.

(e)           To subscribe for, underwrite, acquire, hold, use, deal in and dispose of, in any manner whatsoever, any securities created or issued by any person, corporation or governmental agency.

(f)           To such extent as a corporation organized under the Business Corporation Law of the State of New York may now or hereafter lawfully do, to do each and every thing necessary, suitable, convenient or proper for, or in connection with, or incidental to, the accomplishment or any one or more of the powers herein enumerated, or designed directly or indirectly to promote the interests of the corporation to enhance the value of any of its properties; and in general to do any and all things and exercise any and all powers, rights and privileges for which a corporation may now or hereafter be organized under the Business Corporation Law of the State of New York, or under any act amendatory thereof, supplemental thereto, or substituted therefor.

(g)           For the accomplishment of the aforesaid purposes, and in furtherance thereof, the Corporation shall have and may exercise all of the powers conferred by the Business Corporation Law upon corporations formed thereunder, subject to any limitations contained in Article 2 of said law or in accordance with any other statute of the State of New York.

(5)           Article FIFTH of the certificate of incorporation which provides for the division of the authorized shares into classes and the designation of the classes of shares as amended to read as follows:

“FIFTH: Fifty thousand (50,000) authorized shares with a par value of one cent ($.01) per share, having an aggregate par value of five hundred dollars ($500.00), shall be known as ‘Class A shares’ and one million nine hundred fifty thousand (1,950,000) authorized shares with a par value of one cent ($.01) per share, having an aggregate par value of nineteen thousand five hundred dollars ($19,500.00), shall be known as ‘common shares.’

“No holder of any shares of the corporation of any class shall as such holder have any pre-emptive rights to purchase or subscribe for any other shares or securities of the corporation of any class which at any time may be sold or offered for sale or subscription by the corporation.”

2

(6)           Article SIXTH of the certificate of incorporation which contains a description of each class of shares which the corporation is authorized to issue and a statement of the designations, preferences, qualification, limitations, restrictions and the special or relative rights granted to or imposed upon the shares of each class is amended to read as follows:

SIXTH: The following is a description of each class of shares which the corporation is authorized to issue and a statement of the designations, preferences, qualifications, limitations, restrictions and the special or relative rights granted to or imposed upon the shares of each class:

(a)           Dividends. The holders of the outstanding Class A shares and the holders of the outstanding common shares shall be entitled to receive dividends on the basis of the dividend of each Class A share and each common share being equal and the board of directors of this corporation shall declare such dividends payable to holders of outstanding shares of both classes simultaneously and as a condition of the declaration of any dividend on either class of shares, whether payable in cash, property or shares.

(b)          Redemption of Class A Shares. The Class A shares shall be redeemable, in whole but not in part, at the option of the corporation by resolution of its board of directors, at any time and from time to time on or after October 1, 1982, upon giving the notice hereinafter provided, at the redemption price per share equal to $150, plus the aggregate of all amounts, if any, credited to the stated capital and/or capital surplus accounts of the corporation resulting from any contribution to the capital of the corporation made by the holders of the Class A shares or any of them, divided by the number of Class A shares outstanding at the time of each such contribution. Written notice of redemption, stating the date and place of redemption, shall be mailed by the corporation, not less than 30 days nor more than 45 days prior to the redemption date, to the record holders of the shares to be redeemed, directed to their last known addresses as shown by the corporate records.

If notice of redemption is given as provided above, and if on the redemption date the corporation has set apart, in trust for the purpose, sufficient funds for such redemption, then from and after the redemption date, notwithstanding that any certificate for such shares has not been surrendered for cancellation, the Class A shares called for redemption shall be deemed to be no longer outstanding and all rights with respect to such shares shall forthwith cease and terminate, except only the right of the holders thereof to receive the redemption price therefor (without interest) upon surrender of certificates for the shares called for redemption.

(c)           Rights of Liquidation of Class A Shares. In the event of any liquidation, dissolution, or winding-up of the affairs of the corporation, whether voluntary or otherwise, after payment or provision for payment of debts and other liabilities of the corporation, the holders of the Class A shares shall be entitled to receive, out of the remaining net assets of the corporation, an amount per share equal to the price per share set forth in Section (b) of this article applicable to optional redemption, before any distribution shall be made to the holders of the common shares of the corporation. If upon any liquidation, dissolution or winding-up of the corporation the assets distributable among the holders of the Class A shares shall be insufficient to permit the payment in full of all preferential amounts payable to all such holders, then the entire assets of the corporation thus distributable shall be distributed ratably among the holders of all of the Class A shares

3

in proportion to the respective amounts that would be payable per share if such assets were sufficient to permit payment in full.

(d)          Conversion of Class A Shares Into Common Shares. The Class A shares shall be convertible, at any time, at the option of the holder thereof, into fully paid and non-assessable common shares on the basis of one common share for each one Class A share surrendered for conversion, upon the surrender to the corporation (at the office of the transfer agent, if any, for the Class A shares, or at such place, if any, as the board of directors may determine) for cancellation of the certificates of Class A shares so to be converted. The corporation shall at all times reserve and keep available for issue the full number of common shares deliverable on the conversion of all of the Class A shares from time to time outstanding.

(e)           Split-Up, Combination or Other Reclassification. No split-up, combination or other reclassification of the common shares into a different number of shares of the same class shall be made unless a similar split-up, combination or reclassification of the Class A shares into a different number of Class A shares shall be made at the same time and in the same ratable amount per share and no split-up, combination or reclassification of Class A shares into a different number of shares of the same class shall be made unless a similar split-up, combination or other reclassification of common shares into a different number of common shares shall be made at the same time and in the same ratable amount per share.

(7)           The amendments effected by this certificate do not provide for any change of issued shares or any reduction of stated capital.

(8)           This amendment of the certificate of incorporation was duly authorized by the written consent of the incorporator, there being no shareholders of record or subscribers for shares whose subscriptions have been accepted.

IN WITNESS WHEREOF, this certificate has been subscribed this 7th day of October, 1980 by the undersigned who affirm that the statements herein are true under the penalties of perjury.

/s/ Paul Mishkin                                  

Paul Mishkin, Vice President

/s/ Paul Mishkin                                  

Paul Mishkin, Secretary

4

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

of

LAMSON CORPORATION

under Section 402 of the Business Corporation Law

Filed by:	Green, Sharpless &
		Greenstein, P.C.
	One Rockefeller Plaza
	New York, NY 10020

RESTATED CERTIFICATE OF INCORPORATION

OF

LAMSON CORPORATION

(Under Section 807 of the Business Corporation Law)

Filed by:	Green, Sharpless &
		Greenstein, P.C.
	One Rockefeller Plaza
	New York, NY 10020

RESTATED CERTIFICATE OF INCORPORATION

OF

LAMSON CORPORATION

(Under Section 807 of the Business Corporation Law)

IT IS HEREBY CERTIFIED THAT:

(1) The name of the corporation is LAMSON CORPORATION.

(2) The certificate of incorporation was filed by the department of state on the 25^th day of September, 1980.

(3) This restatement of the certificate of incorporation was authorized by resolution of the board of directors of Lamson Corporation dated October 11, 1980.

(4) The text of the certificate of incorporation, as amended heretofore, is hereby restated, without further amendment of change, to read in its entirety as follows:

RESTATED CERTIFICATE OF INCORPORATION

OF

LAMSON CORPORATION

(Under Section 807 of the Business Corporation Law)

IT IS HEREBY CERTIFIED THAT:

(1) The name of the corporation is LAMSON CORPORATION.

(2)       The certificate of incorporation was filed by the department of state on the 25^th day of September, 1980.

(3) The certificate of incorporation is hereby amended to effect the following changes:

(a)      to revise the statement of preferences, qualifications, limitations, restrictions and relative rights imposed on the shares of each class to provide for a different method of computation of the redemption price for Class A shares under paragraph (b) of Article SIXTH; and

(b) to make the following formal changes:

(i)          insert the word “and” after the comma following the verb “selling” and before the verb “dealing” on the third line from the bottom of paragraph (a) of Article SECOND;

(ii)         insert a comma after the verb “operate” and before the verb “lease” on the second line from the top of paragraph (d) of Article SECOND;

(iii)        delete the word “or” and insert in its stead the word “of” at the beginning of the sixth line from the top of paragraph (f) of Article SECOND;

(iv) delete the designation “(g)” before the last paragraph of Article SECOND;

(v) provide that all numerical references in Article FIFTH be capitalized; and

(vi)        provide that all references to “common shares” in Articles FIFTH and SIXTH be capitalized to read as follows: “Common shares”.

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(4)       The amendments effected by this restated certificate of incorporation do not provide for any change of issued shares or any reduction of stated capital.

(5)       The amendments effected by this restated certificate of incorporation and the restatement of the certificate of incorporation, as amended, were duly authorized by the written consent of the incorporator of the corporation, there being no shareholders of record or subscribers for shares whose subscriptions have been accepted.

(6)       The text of the certificate of incorporation, as amended heretofore, is hereby restated as further amended to read in its entirety as follows:

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CERTIFICATE OF INCORPORATION

OF

LAMSON CORPORATION

(Under Section 402 of the Business Corporation Law)

FIRST: The name of the corporation is LAMSON CORPORATION, hereinafter sometimes called the “Corporation”.

SECOND: The purposes for which the Corporation is formed are as follows:

(a)           To manufacture, deal in, buy, sell, import, export, install and dispose of all products related to material handling systems of all kinds, including commercial conveyor systems, industrial conveyer systems, pallet loading systems, pneumatic tube systems and all other material handling systems, including the preparation of lay-outs, plans and specifications for the construction and installation thereof, the preparation of cost estimates and the submission of bids in connection therewith, the supervision of the construction and installation thereof, the conduct of all electrical and mechanical business related thereto, and the buying, selling, dealing in all machinery, equipment, fixtures and things necessary and incidental to the carrying on of the aforesaid purposes.

(b)          To manufacture, buy, sell, import, export, install, dispose of and generally deal in tubes, control panels, material and other devices and equipment comprising material handling systems and other merchandise, machinery, commodities and articles of commerce of any and every class and description.

(c)           To acquire (by application, assignment, purchase, exchange, lease, hire, or otherwise), hold, own, use, license, lease and sell, either alone or in conjunction with others, the absolute or any partial or qualified interest in and to inventions, improvements, letters patent and applications for them, licenses, formulas, privileges, processes, copyrights and applications therefor, trademarks and applications for them, and trade names and applications for them.

(d)           To acquire, hold, use, develop, mine, manage, operate, lease, deal in and dispose of, in any manner whatsoever, both improved and unimproved real property and any interests therein wherever situated; and to improve the same for purposes of sale or otherwise.

(e)           To subscribe for, underwrite, acquire, hold, use, deal in and dispose of, in any manner whatsoever, any securities created or issued by any person, corporation or governmental agency.

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(f)           To such extent as a corporation organized under the Business Corporation Law of the State of New York may now or hereafter lawfully do, to do each and every thing necessary, suitable, convenient or proper for, or in connection with, or incidental to, the accomplishment or any one or more of the powers herein enumerated, or designed directly or indirectly to promote the interests of the Corporation to enhance the value of any of its properties; and in general to do any and all things and exercise any and all powers, rights and privileges for which a corporation may now or hereafter be organized under the Business Corporation Law of the State of New York, or under any act amendatory thereof, supplemental thereto, or substituted therefor.

For the accomplishment of the aforesaid purposes, and in furtherance thereof, the Corporation shall have and may exercise all of the powers conferred by the Business Corporation Law upon corporations formed thereunder, subject to any limitations contained in Article 2 of said law or in accordance with any other statute of the State of New York.

THIRD: The office of the Corporation in the State of New York shall be located in the City of New York and County of New York.

FOURTH: The aggregate number of shares which the Corporation shall have authority to issue is Two Million (2,000,000), par value One Cent ($.01) each, amounting in the aggregate to Twenty Thousand Dollars ($20,000.00).

FIFTH: Fifty thousand (50,000) authorized shares with a par value of one cent ($.01) per share, having an aggregate par value of five hundred dollars ($500.00), shall be known as ‘Class A shares’ and one million nine hundred fifty thousand (1,950,000) authorized shares with a par value of one cent ($.01) per share, having an aggregate par value of nineteen thousand five hundred dollars ($19,500.00), shall be known as ‘Common shares’.

No holder of any shares of the Corporation of any class shall as such holder have any pre-emptive rights to purchase or subscribe for any other shares or securities of the Corporation of any class which at any time may be sold or offered for sale or subscription by the Corporation.

SIXTH: The following is a description of each class of shares which the Corporation is authorized to issue and a statement of the designations, preferences, qualifications,

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limitations, restrictions and the special or relative rights granted to or imposed upon the shares of each class:

(a)           Dividends. The holders of the outstanding Class A shares and the holders of the outstanding Common shares shall be entitled to receive dividends on the basis of the dividend of each Class A share and each Common share being equal and the board of directors of this Corporation shall declare such dividends payable to holders of outstanding shares of both classes simultaneously and as a condition of the declaration of any dividend on either class of shares, whether payable in cash, property or shares.

(b)          Redemption of Class A Shares. The Class A shares shall be redeemable, in whole but not in part, at the option of the Corporation by resolution of its board of directors, at any time and from time to time on or after October 1, 1982, upon giving the notice hereinafter provided, at the redemption price per share equal to the amount received by the Corporation upon the issuance of such share constituting stated capital and/or capital surplus plus all amounts received by the Corporation as contributions to capital made with respect to such shares constituting stated capital and/or capital surplus, less all dividends or other distributions paid to the holder thereof with respect to such share which shall cause a reduction in the amount of stated capital and/or capital surplus. Written notice of redemption, stating the date and place of redemption, shall be mailed by the Corporation, not less than 30 days nor more than 45 days prior to the redemption date, to the record holders of the shares to be redeemed, directed to their last known addresses as shown by the corporate records.

If notice of redemption is given as provided above, and if on the redemption date the Corporation has set apart, in trust for the purpose, sufficient funds for such redemption, then from and after the redemption date, notwithstanding that any certificate for such shares has not been surrendered for cancellation, the Class A shares called for redemption shall be deemed to be no longer outstanding and all rights with respect to such shares shall forthwith cease and terminate, except only the right of the holders thereof to receive the redemption price therefor (without interest) upon surrender of certificates for the shares called for redemption.

(c)           Rights of Liquidation of Class A Shares. In the event of any liquidation, dissolution, or winding-up of the affairs of the Corporation, whether voluntary or otherwise, after payment or provision for payment of debts and other liabilities of the Corporation, the holders of the Class A shares shall be entitled to receive, out of the remaining net assets of the Corporation, an amount per share equal to the price per share set forth in Section (b) of this article applicable to optional redemption, before any distribution shall be made to the holders of the Common shares of the Corporation. If upon any liquidation, dissolution or winding-up of the Corporation the assets distributable among the holders of the Class A shares shall be insufficient to permit the payment in full of all preferential amounts payable to all such holders, then the entire assets of the Corporation thus distributable shall be distributed ratably among the holders of all of the Class A shares in proportion to the respective amounts that would be payable per share if such assets were sufficient to permit payment in full.

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(d)          Conversion of Class A Shares Into Common Shares. The Class A shares shall be convertible, at any time, at the option of the holder thereof, into fully paid and non-assessable Common shares on the basis of one Common share for each one Class A share surrendered for conversion, upon the surrender to the Corporation (at the office of the transfer agent, if any, for the Class A shares, or at such place, if any, as the board of directors may determine) for cancellation of the certificates of Class A shares so to be converted. The Corporation shall at all times reserve and keep available for issue the full number of Common shares deliverable on the conversion of all of the Class A shares from time to time outstanding.

(e)           Split-Up, Combination or Other Reclassification. No split-up, combination or other reclassification of the Common shares into a different number of shares of the same class shall be made unless a similar split-up, combination or reclassification of the Class A shares into a different number of Class A shares shall be made at the same time and in the same ratable amount per share and no split-up, combination or reclassification of Class A shares into a different number of shares of the same class shall be made unless a similar split-up, combination or other reclassification of Common shares into a different number of Common shares shall be made at the same time and in the same ratable amount per share.

SEVENTH: The Secretary of State of the State of New York is hereby designated as the agent of the Corporation upon whom process against the Corporation may be served. The post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him is: LAMSON CORPORATION, c/o Paul Mishkin, Esq., One Rockefeller Plaza, Suite 2424, New York, NY 10020.

EIGHTH: The Corporation shall, to the full extent authorized by law, indemnify any present or former officer or director of the Corporation or the personal representatives thereof, made or threatened to be made a party in any civil or criminal action or proceeding by reason of the fact that he, his testator, or intestate is or was a director or officer of the Corporation, or served any other corporation, partnership, joint venture, trust, in any capacity at the request of the Corporation, against judgments, fines (including excise taxes assessed on such a person in connection with service to an employee benefit plan), amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding or any appeal therein. For purposes of this Article, the Corporation shall be deemed to have requested such

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present or former officer or director to serve an employee benefit plan where the performance by such person of his duties to the Corporation also imposes duties on, or otherwise involves services by such person to the plan or participants or beneficiaries of the plan. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any such person, his testator or intestate, may be entitled apart from this provision.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury, this 22^nd day of October, 1980.

/s/ Paul Mishkin                                  

Paul Mishkin, Vice President

/s/ Paul Mishkin                                  

Paul Mishkin, Secretary

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RESTATED CERTIFICATE OF INCORPORATION

OF

LAMSON CORPORATION

Under Section 807 of the Business Corporation Law

of the

State of New York

IT IS HEREBY CERTIFIED THAT:

1. The name of the corporation is LAMSON CORPORATION (the “Corporation”).

2.            The certificate of incorporation of the Corporation was filed by the Department of State on the 25th day of September, 1980.

3.            The certificate of incorporation, has heretofore amended, is hereby further amended to effect the following changes:

(a) to expand the purposes for which the Corporation is formed, by adding a new clause (g) at the end of Article SECOND of the certificate of incorporation, as set forth in the certificate of incorporation of the Corporation as hereinafter restated;

(b) to change the post-office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him, by amending Article SEVENTH of the certificate of incorporation to read as set forth in the same numbered article of the certificate of incorporation of the Corporation as hereinafter restated;

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(c) to amend the provisions of Article EIGHTH of the certificate of incorporation, relating to indemnification by the Corporation of officers, directors and certain other persons to read as set forth in the same numbered article of the certificate of incorporation of the Corporation as hereinafter restated; and

(d) to add provisions authorized by Section 402 of the Business Corporation Law eliminating the personal liability of directors to the Corporation and its shareholders for certain breaches of duty in such capacity, by adding a new Article NINTH to the certificate of incorporation as set forth in the certificate of incorporation of the Corporation as hereinafter restated.

4.            The amendments effected by this restated certificate of incorporation and the restatement of the certificate of incorporation of the Corporation as so amended were duly authorized by the unanimous written consent of the directors of the Corporation followed by the unanimous written consent of the holders of all of the outstanding shares of the Corporation entitled to vote thereon.

5.            The text of the certificate of incorporation of the Corporation as amended herein is hereby restated to read in its entirety as follows:

FIRST: The name of the corporation is LAMSON CORPORATION, (hereinafter sometimes called the “Corporation”).

SECOND: The purposes for which the Corporation is formed are as follows:

(a)           To manufacture, deal in, buy, sell, import, export, install and dispose of all products related to material handling systems of all kinds, including commercial conveyor systems, industrial conveyer systems, pallet loading systems, pneumatic tube systems and all other material handling systems, including the preparation of lay-outs, plans and specifications for the construction and installation thereof, the preparation of cost estimates and the submission of bids in connection therewith,

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the supervision of the construction and installation thereof, the conduct of all electrical and mechanical business related thereto, and the buying, selling, dealing in the supervision of the construction and installation thereof, the conduct of all electrical and mechanical business related thereto, and the buying, selling and dealing in all machinery, equipment, fixtures and things necessary and incidental to the carrying on of the aforesaid purposes.

(b)          To manufacture, buy, sell, import, export, install, dispose of and generally deal in tubes, control panels, material and other devices and equipment comprising material handling systems and other merchandise, machinery, commodities and articles of commerce of any and every class and description.

(c)           To acquire (by application, assignment, purchase, exchange, lease, hire, or otherwise), hold, own, use, license, lease and sell, either alone or in conjunction with others, the absolute or any partial or qualified interest in and to inventions, improvements, letters patent and applications for them, licenses, formulas, privileges, processes, copyrights and applications therefor, trademarks and applications for them, and trade names and applications for them.

(d)           To acquire, hold, use, develop, mine, manage, operate, lease, deal in and dispose of, in any manner whatsoever, both improved and unimproved real property and any interests therein wherever situated, and to improve the same for purposes of sale or otherwise.

(e)           To subscribe for, underwrite, acquire, hold, use, deal in and dispose of, in any manner whatsoever, any securities created or issued by any person, corporation or governmental agency.

(f)           To such extent as a corporation organized under the Business Corporation Law of the State of New York may now or hereafter lawfully do, to do each and every thing necessary, suitable, convenient or proper for, or in connection with, or incidental to, the accomplishment of any one or more of the powers herein enumerated, or designed directly or indirectly to promote the interests of the Corporation to enhance the value of any of its properties.

(g)           To engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York; provided, that it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body, without such consent or approval first being obtained.

THIRD: The office of the Corporation in the State of New York shall be located in the City of Syracuse and County of Onondaga.

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FOURTH: The aggregate number of shares which the Corporation shall have authority to issue is Two Million (2,000,000), par value One Cent ($.01) each, amounting in the aggregate to Twenty Thousand Dollars ($20,000.00).

FIFTH: Fifty Thousand (50,000) authorized shares with a par value of One Cent ($.01) per share, having an aggregate par value of Five Hundred Dollars ($500.00), shall be known as ‘Class A shares’ and One Million Nine Hundred Fifty Thousand (1,950,000) authorized shares with a par value of One Cent ($.01) per share, having an aggregate par value of Nineteen Thousand Five Hundred Dollars ($19,500.00), shall be known as ‘Common shares’.

No holder of any shares of the Corporation of any class shall as such holder have any pre-emptive rights to purchase or subscribe for any other shares or securities of the Corporation of any class which at any time may be sold or offered for sale or subscription by the Corporation.

SIXTH: The following is a description of each class of shares which the Corporation is authorized to issue and a statement of the designations, preferences, qualifications, limitations, restrictions and the special or relative rights granted to or imposed upon the shares of each class:

(a)           Dividends. The holders of the outstanding Class A shares and the holders of the outstanding Common shares shall be entitled to receive dividends on the basis of the dividend of each Class A share and each Common share being equal and the board of directors of this Corporation shall declare such dividends payable to holders of outstanding shares of both classes simultaneously and as a condition of the declaration of any dividend on either class of shares, whether payable in cash, property or shares.

(b)          Redemption of Class A Shares. The Class A shares shall be redeemable, in whole but not in part, at the option of the Corporation by resolution of its board of directors, at any time and from time to time on or after October 1, 1982, upon giving the notice hereinafter provided, at the redemption price per share equal to the amount received by the Corporation upon the issuance of such share constituting stated capital and/or capital surplus plus all amounts received by the

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Corporation as contributions to capital made with respect to such share constituting stated capital and/or capital surplus, less all dividends or other distributions paid to the holder thereof with respect to such share which shall cause a reduction in the amount of stated capital and/or capital surplus. Written notice of redemption, stating the date and place of redemption, shall be mailed by the Corporation, not less than 30 days nor more than 45 days prior to the redemption date, to the record holders of the shares to be redeemed, directed to their last known addresses as shown by the corporate records.

If notice of redemption is given as provided above, and if on the redemption date the Corporation has set apart, in trust for the purpose, sufficient funds for such redemption, then from and after the redemption date, notwithstanding that any certificate for such shares has not been surrendered for cancellation, the Class A shares called for redemption shall be deemed to be no longer outstanding and all rights with respect to such shares shall forthwith cease and terminate, except only the right of the holders thereof to receive the redemption price therefor (without interest) upon surrender of certificates for the shares called for redemption.

(c)           Rights of Liquidation of Class A Shares. In the event of any liquidation, dissolution, or winding-up of the affairs of the Corporation, whether voluntary or otherwise, after payment or provision for payment of debts and other liabilities of the Corporation, the holders of the Class A shares shall be entitled to receive, out of the remaining net assets of the Corporation, an amount per share equal to the price per share set forth in Section (b) of this article applicable to optional redemption, before any distribution shall be made to the holders of the Common shares of the Corporation. If upon any liquidation, dissolution or winding-up of the Corporation the assets distributable among the holders of the Class A shares shall be insufficient to permit the payment in full of all preferential amounts payable to all such holders, then the entire assets of the Corporation thus distributable shall be distributed ratably among the holders of all of the Class A shares in proportion to the respective amounts that would be payable per share if such assets were sufficient to permit payment in full.

(d)          Conversion of Class A Shares Into Common Shares. The Class A shares shall be convertible, at any time, at the option of the holder thereof, into fully paid and non-assessable common shares on the basis of one Common share for each one Class A share surrendered for conversion, upon the surrender to the Corporation (at the office of the transfer agent, if any, for the Class A shares, or at such place, if any, as the board of directors may determine) for cancellation of the certificates of Class A shares so to be converted. The Corporation shall at all times reserve and keep available for issue the full number of common shares deliverable on the conversion of all of the Class A shares from time to time outstanding.

(e)           Split-Up, Combination or Other Reclassification. No split-up, combination or other reclassification of the Common shares into a different number of shares of the same class shall be made unless a similar split-up, combination or reclassification of the Class A shares into a different number of Class A shares shall

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be made at the same time and in the same ratable amount per share and no split-up, combination or reclassification of Class A shares into a different number of shares of the same class shall be made unless a similar split-up, combination or other reclassification of common shares into a different number of common shares shall be made at the same time and in the same ratable amount per share.

SEVENTH: The Secretary of State of the State of New York is hereby designated as the agent of the Corporation upon whom process against the Corporation may be served. The post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him is:

c/o Sutherland, Ambill & Brennan

1270 Avenue of the Americas

New York, New York 10020

Attention: Christopher T. Lamal, Esq.

CT Corporation Systems, 1633 Broadway. New York, New York 10019 is designated as a registered agent of the Corporation in the State of New York upon which all process against the Corporation may be served.

EIGHTH: The Corporation shall, to the full extent permitted by law, indemnify any present or former officer or director of the Corporation and any executor or personal representatives thereof made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that he, his testator, or intestate is or was a director or officer of the Corporation, or serves or served any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity at the request of the Corporation, against judgments, fines (which shall be deemed to include, without limitation, excise taxes assessed on such a person with respect to any such employee benefit plan), amounts paid in settlement and reasonable expenses, including attorneys’ fees incurred as a result of such action or proceeding or any appeal therein. Without limiting the generality of the foregoing, the Corporation shall be deemed to have requested such present or former officer or director to serve an employee benefit plan where the performance by such person of his duties to the Corporation also imposes duties on, or otherwise

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involves services by, such person to the plan or participants or beneficiaries of the plan. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any such person, his testator or intestate, may be entitled apart from this provision, nor shall anything in this article affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise.

NINTH: The personal liability of directors to the Corporation or its shareholders for damages for any breach of duty in such capacity is eliminated, provided that this provision shall not eliminate or limit (1) the liability of any director if a judgment or other final adjudication adverse to him establishes that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled or that his acts violated Section 719 of the Business Corporation Law or (2) the liability of any director for any act or omission prior to the adoption of this Article NINTH.

IN WITNESS WHEREOF, we have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements herein have been examined by us and are true and correct.

Dated: August 30, 1993.

/s/ Jacques Lepage                              

Jacques Lepage, President

/s/ John Clarke                                    

John B. Clarke, Secretary

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CERTIFICATE OF CHANGE

OF

LAMSON CORPORATION

UNDER SECTION 805-A OF THE

BUSINESS CORPORATION LAW

* * * * *

WE, THE UNDERSIGNED, E. C. Doyle and David Dillion, being respectively the Vice President and the Assistant Secretary of LAMSON CORPORATION, hereby certify:

1. The name of the corporation is

LAMSON CORPORATION

2.            The Certificate of Incorporation of said corporation was filed by the Department of State on September 25, 1980.

3. The following was authorized by the Board of Directors:

To change the address for service of process from Paul Mishkin, Esq., 1 Rockefeller Plaza, Suite 2424, New York, New York, 10020 to Mishkin & Gleiner, 30 Rockefeller Plaza, New York, New York 10112, Att: Paul Mishkin, Esq.

To designate C T CORPORATION SYSTEM, 1633 Broadway, New York, New York 10019 as its registered agent in New York upon whom all process against the corporation may be served.

IN WITNESS WHEREOF, we have signed this Certificate on the 9^th day of October, 198_, and we affirm the statements contained therein as true under penalties of perjury.

/s/ Edward Doyle                                             

Edward C. Doyle, Vice President

/s/ David J. Dillion                                          

David Dillion                               Ass’t Secretary

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CERTIFICATE OF MERGER

OF

TELEVEYOR, INC.

INTO

LAMSON CORPORATION

(Under Section 904 of the Business Corporation Law)

It is hereby certified upon behalf of each of the constituent corporations herein named, as follows:

FIRST: The Board of Directors of each of the constituent corporations has duly adopted a plan of merger setting forth the terms and conditions of the merger of said corporation.

SECOND: The name of the constituent corporation which is to be the surviving corporation, and which is hereinafter sometimes referred to as the “surviving constituent corporation”, is “Lamson Corporation”. The date upon which its certificate of incorporation was filed by the Department of State is September 25, 1980.

THIRD: The name of the other constituent corporation, which is being merged into the surviving constituent corporation, and which is hereinafter sometimes referred to as the “merged constituent corporation”, is “Televeyor, Inc.” The date upon which its certificate of incorporation was filed by the Department of State is May 22, 1981.

FOURTH: The number of outstanding shares of Televeyor, Inc. is 100, all of which shares are of one class and series and are common shares, and all of which were entitled to vote on the plan of merger.

FIFTH: The number of outstanding shares of Lamson Corporation is 77,041, which shares are divided into two classes, as follows:

Designation of each outstanding class and series of shares	Number of outstanding shares of each class
Common Class A	52,041 25,000

All such shares of Lamson Corporation were entitled to vote on the plan of merger and neither class was entitled to vote as a class on the plan of merger.

SIXTH: The merger herein certified was authorized in respect of the surviving constituent corporation by the adoption of the plan of merger by the Board of Directors of such

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corporation followed by the unanimous written consent of the holders of all outstanding shares of such corporation entitled to vote on the plan of merger.

SEVENTH: The merger herein certified was authorized in respect of the merged constituent corporation by the adoption of the plan of merger by the Board of Directors of such corporation followed by the unanimous written consent of the holders of all outstanding shares of such corporation entitled to vote on the plan of merger.

IN WITNESS WHEREOF, each of the undersigned has subscribed this document on the date set forth opposite his name below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by us and are true and correct.

Signed on June 16, 1987	/s/ Jacques Lepage                                   Jacques Lepage President of Televeyor, Inc.
Signed on June 19, 1987	/s/ Paul Mishkin                                     Paul Mishkin Secretary of Televeyor, Inc.
Signed on June 16, 1987	/s/ Jacques Lepage                                   Jacques Lepage President of Lamson Corporation
Signed June 19, 1987	/s/ Paul Mishkin                                     Paul Mishkin Secretary of Lamson Corporation

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CERTIFICATE OF MERGER

OF

U.S. TURBINE CORPORATION

INTO

LAMSON CORPORATION

UNDER SECTION 904 OF THE NEW YORK BUSINESS CORPORATION LAW

The undersigned corporations

DO HEREBY CERTIFY:

FIRST: The names of the corporations party to the merger are Lamson Corporation, a New York corporation (“Lamson”), and U.S. Turbine Corporation, a Delaware corporation originally incorporated as Uniturb Acquisition, Inc. (“U.S. Turbine”). Lamson shall be the surviving corporation (the “Surviving Corporation”).

SECOND: The authorized capital stock of U.S. Turbine consists of three thousand (3,000) shares of common stock, $0.01 par value. The authorized capital stock of Lamson consists of fifty thousand (50,000) class A shares, $0.01 par value, and one million nine hundred-fifty thousand (1,950,000) common shares, $0.01 par value. The class A shares of Lamson enjoy certain preferences as to payments on the liquidation of the corporation, are subject to redemption by the corporation, are convertible into common shares at the option of the holder, and enjoy certain protections against changes in the capital structure of the corporation. The class A shares and the common shares are entitled to vote, though neither class of shares is entitled to vote as a class.

THIRD: The Certificate of Incorporation of Lamson as in effect at the effective time of the merger shall be the Certificate of Incorporation of the Surviving Corporation, until amended as provided by law.

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FOURTH: The Certificate of Incorporation of U.S. Turbine was filed by the Secretary of State of Delaware on May 9, 1988, and amended on June 20, 1988. U.S. Turbine was authorized to do business in the State of New York on May 6, 1994. The Certificate of Incorporation of Lamson was filed by the Secretary of State of New York on September 25, 1980.

FIFTH: An Agreement and Plan of Merger between Lamson and U.S. Turbine was adopted by Lamson by the unanimous written consent of the shareholders of Lamson. The merger is permitted by the laws of the State of Delaware and is in compliance therewith. U.S. Turbine has complied with the applicable provisions of the laws of the State of Delaware under which it is incorporated, and this merger is permitted by such laws.

SIXTH: The merger shall be effective on the date that this Certificate of Merger is filed by the Secretary of State of New York.

IN WITNESS WHEREOF, we have signed this certificate on the 22 day of December, 1997 and we affirm the statements contained herein as true under penalties of perjury.

LAMSON CORPORATION

By: /s/ Philip R. Roth                                By: /s/ Helen W. Cornell                            

Name: Philip R. Roth                                Name: Helen W. Cornell                            

Title: President                                      Title: Secretary                                        

U.S. TURBINE CORPORATION

By: /s/ Philip R. Roth                                By: /s/ Helen W. Cornell                            

Name: Philip R. Roth                                Name: Helen W. Cornell                            

Title: President                                      Title: Secretary                                        

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Certificate of Merger of U.S. Turbine Corporation into Lamson Corporation under Section 904 of the New York Business Corporation Law.

Filed by: John G. Stevenson, Jr., 525 Jersey, Quincy, Illinois 62301

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EX-3.24

Exhibit 3.24

Reflecting all amendments

Through September 25, 1992

BY-LAWS

of

          LAMSON CORPORATION         

ARTICLE I – OFFICES

The principal office of the Corporation shall be located in the Town of Dewitt, County of Onondaga, State of New York. The Corporation may also have offices at such other places within or without the State of New York as the board may from time to time determine or the business of the Corporation may require.

ARTICLE II – SHAREHOLDERS

1. PLACE OF MEETINGS.

Meetings of shareholders shall be held at the principal office of the Corporation or at such place within or without the State of New York as the board shall authorize.

2. ANNUAL MEETING.

An annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held in each calendar year, on such date, not later than 60 days after the anniversary of the preceding annual meeting, and at such hour and place, as shall be fixed by the president.

3. SPECIAL MEETINGS.

Special meetings of the shareholders may be called by the board or by the president and shall be called by the president or the secretary at the request in writing of a majority of the board or at the request in writing by shareholders owning a majority in amount of the shares issued and outstanding. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice.

4. FIXING RECORD DATE.

For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty (50) nor less than ten (10) days before the date of such meeting, nor more than fifty (50) days prior to any other action. If no record date is fixed it shall be determined in accordance with the provisions of law.

5. NOTICE OF MEETINGS OF SHAREHOLDERS.

Written notice of each meeting of shareholders shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given either personally or by mail to each shareholder entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the date of the meeting. If action is proposed to be taken that might entitle shareholders to payment for their shares, the notice shall include a statement of that purpose and to that effect. If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders, or, if he shall have filed with the secretary a written request that notices to him be mailed to some other address, then directed to him at such other address.

6. WAIVERS.

Notice of meeting need not be given to any shareholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

7. QUORUM OF SHAREHOLDERS.

Unless the certificate of incorporation provides otherwise, the holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or classes, the holders of a majority of the shares of such class or classes shall constitute a quorum for the transaction of such specified item of business.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

The shareholders present may adjourn the meeting despite the absence of a quorum.

8. PROXIES.

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

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9. QUALIFICATION OF VOTERS.

Every shareholder of record shall be entitled at every meeting of shareholders to one (1) vote for every share standing in his name on the record of shareholders, unless otherwise provided in the certificate of incorporation.

10. VOTE OF SHAREHOLDERS.

Except as otherwise required by statute or by the certificate of incorporation,

(a)directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election;

(b) all other corporate action shall be authorized by a majority of the votes cast.

11. WRITTEN CONSENT OF SHAREHOLDERS.

Any action that may be taken by vote may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all the outstanding shares entitled to vote thereon or signed by such lesser number of holders as may be provided for in the certificate of incorporation.

ARTICLE III – DIRECTORS

1. BOARD OF DIRECTORS.

Subject to any provision in the certificate of incorporation the business of the Corporation shall be managed by its board of directors, each of whom shall be at least 18 years of age and need not be shareholders.

2. NUMBER OF DIRECTORS.

The number of directors shall be not less than three (3) and not more than seven (7), as determined by resolution of the board. When all of the shares are owned by less than three (3) shareholders, the number of directors may be less than three (3) but not less than the number of shareholders.

3. ELECTION AND TERM OF DIRECTORS.

At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting. Each director shall hold office until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his prior resignation or removal.

4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may

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be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the shareholders unless otherwise provided in the certificate of incorporation. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

5. REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the shareholders or by action of the board. Directors may be removed without cause only by vote of the shareholders.

6. RESIGNATION.

A director may resign at any time by giving written notice to the board, the president or the secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

7. QUORUM OF DIRECTORS.

Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.

8. ACTION OF THE BOARD.

(a)Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one (1) vote regardless of the number of shares, if any, which he may hold.

(b)Any one or more members of the board or any committee thereof may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

9. PLACE AND TIME OF BOARD MEETINGS.

The board may hold its meetings at the office of the Corporation or at such other places, either within or without the State of New York, as it may from time to time determine.

10. REGULAR ANNUAL MEETING.

A regular annual meeting of the board shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders.

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11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

(a)Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three (3) days notice to each director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two (2) directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

(b)A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

12. CHAIRMAN.

At all meetings of the board the president, or in his absence, a chairman chosen by the board shall preside.

13. EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three (3) or more directors. Each such committee shall serve at the pleasure of the board.

14. COMPENSATION.

No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance, at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 15.Indemnification of Officers and Directors. Any person made, or threatened to be made a party to any action or proceedings, whether civil or criminal, by reason of the fact that he, his testator or intestate, is or was a director or officer of the Board of Directors, or officer or employee of the corporation or serves or served any other corporation in any capacity at the request of the corporation, shall be indemnified by the corporation, and the corporation may advance his related expenses, to the full extent authorized or permitted by law. The Corporation may enter into indemnification agreements with such directors and officers, as the Chairman of the Board and/or President and Chief Executive Officer shall authorize, to the full extent authorized or permitted by law.

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ARTICLE IV – OFFICERS

1. OFFICES, ELECTION, TERM.

(a)Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided.

(b)All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of shareholders.

(c)Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.

2. REMOVAL, RESIGNATION, SALARY, ETC.

(a)Any officer elected or appointed by the board may be removed by the board with or without cause.

(b)In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term.

(c)Any two (2) or more offices may be held by the same person, except the offices of president and secretary. When all of the issued and outstanding stock of the Corporation is owned by one (1) person, such person may hold all or any combination of offices.

(d) The salaries of all officers shall be fixed by the board.

(e)The directors may require any officer to give security for the faithful performance of his duties.

3. PRESIDENT.

The president shall be the chief executive officer of the Corporation; he shall preside at all meetings of the shareholders and of the board; he shall have the management of the business of the Corporation and shall see that all orders and resolutions of the board are carried into effect.

4. VICE - PRESIDENTS.

During the absence or disability of the president, the vice-president, or if there are more than one (1), the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the board shall prescribe.

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5. SECRETARY.

The secretary shall:

(a) attend all meetings of the board and of the shareholders;

(b) record all votes and minutes of all proceedings in a book to be kept for that purpose;

(c)give or cause to be given notice of all meetings of shareholders and of special meetings of the board;

(d)keep in safe custody the seal of the Corporation and affix it to any instrument when authorized by the board;

(e)when required, prepare or cause to be prepared and available at each meeting of shareholders a certified list in alphabetical order of the names of shareholders entitled to vote thereat, indicating the number of shares of each respective class held by each;

(f)keep all the documents and records of the Corporation as required by law or otherwise in a proper and safe manner.

(g) perform such other duties as may be prescribed by the board.

6. ASSISTANT-SECRETARIES.

During the absence or disability of the secretary, the assistant-secretary, or if there are more than one (1), the one so designated by the secretary or by the board, shall have all the powers and functions of the secretary.

7. TREASURER.

The treasurer shall:

(a) have the custody of the corporate funds and securities;

(b)keep full and accurate accounts of receipts and disbursements in the corporate books;

(c)deposit all money and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the board;

(d)disburse the funds of the Corporation as may be ordered or authorized by the board and preserve proper vouchers for such disbursements;

(e)render to the president and board at the regular meetings of the board, or whenever they required it, an account of all his transactions as treasurer and of the financial condition of the Corporation;

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(f)render a full financial report at the annual meeting of the shareholders if so requested;

(g)be furnished by all corporate officers and agents at his request, with such reports and statements as he may require as to all financial transactions of the Corporation;

(h)perform such other duties as are given to him by these by-laws or as from time to time are assigned to him by the board or the president.

8. ASSISTANT-TREASURER.

During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one (1), the one so designated by the secretary or by the board, shall have all the powers and functions of the treasurer.

9. SURETIES AND BONDS.

In case the board shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his duties to the Corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

ARTICLE V – CERTIFICATES FOR SHARES

1. CERTIFICATES.

The shares of the Corporation shall be represented by certificates. They shall be numbered and entered in the books of the Corporation as they are issued. They shall exhibit the holder’s name and the number of shares and shall be signed by the president or a vice-president and the treasurer or the secretary and shall bear the corporate seal.

2. LOST OR DESTROYED CERTIFICATES.

The board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

3. TRANSFERS OF SHARES.

(a)Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or

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authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the Corporation which shall be kept at its principal office. No transfer shall be made within ten (10) days next preceding the annual meeting of shareholders.

(b)The Corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of New York.

4. CLOSING TRANSFER BOOKS.

The board shall have the power to close the share transfer books of the Corporation for a period of not more than ten (10) days during the thirty (30) day period immediately preceding (a) any shareholders’ meeting, or (b) any date upon which shareholders shall be called upon to or have a right to take action without a meeting, or (c) any date fixed for the payment of a dividend or any other form of distribution, and only those shareholders of record at the time the transfer books are closed, shall be recognized as such for the purpose of (i) receiving notice of or voting at such meeting, or (ii) allowing them to take appropriate action, or (iii) entitling them to receive any dividend or other form of distribution.

ARTICLE VI – DIVIDENDS

Subject to the provisions of the certificate of incorporation and to applicable law, dividends on the outstanding shares of the Corporation may be declared in such amounts and at such time or times as the board may determine. Before payment of any dividend, there may be set aside out of the net profits of the Corporation available for dividends such sum or sums as the board from time to time in its absolute discretion deem proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the board shall determine conducive to the interests of the Corporation, and the board may modify or abolish any such reserve.

ARTICLE VII – CORPORATE SEAL

The seal of the Corporation shall be circular in form and bear the name of the Corporation, the year of its organization and the words “Corporate Seal, New York.” The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be a facsimile, engraved or printed.

ARTICLE VIII – EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the board may from time to time designate.

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ARTICLE IX – REFERENCES TO CERTIFICATE OF INCORPORATION

Reference to the certificate of incorporation in these by-laws shall include all amendments thereto or changes thereof unless specifically excepted.

ARTICLE X – BY-LAW CHANGES

AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.

(a)Except as otherwise provided in the certificate of incorporation the by-laws may be amended, repealed or adopted by vote of the holders of the shares at the time entitled to vote in the election of any directors. By-laws may also be amended, repealed or adopted by the board but any by-law adopted by the board may be amended by the shareholders entitled to vote thereon as hereinabove provided.

(b)If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

______________________________________________________

_________________________

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EX-3.25

Exhibit 3.25

AMENDED ARTICLES OF INCORPORATION

OF

RIETSCHLE, INC.

FIRST:            I, Tracy V. Drake, whose post office address is 10 Light Street, Baltimore, Maryland 21202, being at least 18 years of age, hereby form a corporation under the Maryland General Corporation Law.

SECOND:         The name of the Corporation is Rietschle, Inc. (the “Corporation”).

THIRD:            The purposes for which the Corporation is formed are to engage in the manufacture and marketing of compressors, vacuum pumps and blowers and to engage in any other lawful business. The Corporation shall also have all the general powers granted by law to Maryland corporations and all other persons not inconsistent with law which are appropriate to promote and attain its purposes.

FOURTH:        The address of the principal office of the Corporation is 1321 Mercedes Drive, Section J-K-L, Linthcum, Maryland 21090. The name and address of the resident agent are James C. Doub, 18^th Floor, 10 Light Street, Baltimore, Maryland 21202.

FIFTH:              The total number of shares of Capital Stock which the Corporation has authority to issue is 100,000, all of one class called Common Stock. The par value of each share of Common Stock is $1.00 and the aggregate par value of all the shares of the Common Stock is $100,000.

SIXTH:              The number of Directors of the Corporation shall be five, until changed as provided by the By-Laws of the Corporation. The names of those who will serve as Directors until the first annual meeting of the stockholders and until their successors are elected and qualify are Werner Rietschle, Dieter Rietschle, Wolfgang Mueller, Howard Barry, Jr. and Joachim Rechtle.

SEVENTH:     The Corporation shall indemnify to the fullest extent all persons permitted to be indemnified by the Maryland General Corporation Law, but shall not be required to purchase or maintain insurance on behalf of such persons.

I acknowledge these Amended Articles of Incorporation to be my act this 29^th day of July, 1983.

     /s/ Tracy V. Drake                             

Tracy V. Drake

ARTICLES OF MERGER

MERGING

RIETSCHLE, INC. (CA CORP.)

INTO

RIETSCHLE, INC. (MD CORP.) Survivor

Approved and received for record by the State Department of Assessments and Taxation of Maryland November 22, 1983 at 2:25 o’clock P.M. as in conformity with law and ordered recorded.

Recorded in Liber 2622, folio 001940, one of the Charter Records of the State Department of Assessments and Taxation of Maryland.

____________________________

Bonus tax paid $__________ Recording fee paid   $20.00    Special Fee paid $___________.

____________________________

To the clerk of the circuit Court of Anne Arundel County:

IT IS HEREBY CERTIFIED, that the within instrument, together with all endorsements thereon, has been received, approved and recorded by the State Department of Assessments and Taxation of Maryland.

AS WITNESS my hand and seal of the said Department at Baltimore.

ARTICLES OF MERGER

RIETSCHLE, INC., a Maryland corporation, and RIETSCHLE, INC., a California corporation, certify as follows:

FIRST:              RIETSCHLE, INC. (California) (hereinafter the “Merged Corporation”) and RIETSCHLE, INC. (Maryland) (hereinafter the “Successor Corporation”) agree to merge.

SECOND:          The principal office in Maryland of the Successor Corporation is located in Anne Arundel County at 1321 Mercedes Drive, Section J-K-L, Linthicum, Maryland 21090.

THIRD:              The Merged Corporation was incorporated on August 10, 1981 pursuant to the provisions of the California General Corporation Law.

FOURTH:            The Merged Corporation owns no interest in land in Maryland.

FIFTH:               The total number of shares of stock which the Merged Corporation has authority to issue is 1,000,000, all of which are shares of Common Stock with a one dollar par value having an aggregate par value of $1,000,000. The total number of shares of stock which the Successor Corporation has authority to issue is 100,000, all of which are shares of Common Stock with a one dollar par value having an aggregate par value of $100,000.

SIXTH:               The manner and basis of converting or exchanging issued stock of the Merged Corporation shall be as follows:

(a)           Each issued share of the Common Stock of the Successor Corporation shall remain issued and outstanding as one share of Common Stock of the Successor Corporation.

(b)          Shares of the Common Stock of the Merged Corporation shall be converted or exchanged by the Successor Corporation on the basis of 277.777 shares of the Merged Corporation’s Common Stock for each share of the Common Stock of the Successor Corporation.

SEVENTH:       The terms and conditions of the transaction set forth in these Articles of Merger were advised, authorized and approved by the Merged Corporation and the Successor

Corporation in the manner and by the vote required by their respective charters and as to the Successor Corporation the laws of Maryland, and as to the Merged Corporation, the laws of California. The manner of approval by the Merged Corporation and the Successor Corporation of the transaction set forth in these Articles is as follows:

(a)           The board of directors of the Merged Corporation adopted a resolution by unanimous written consent which declared that the transaction set forth in these Articles of Merger is advisable and directed that the transaction be submitted for consideration by the stockholders for approval by unanimous written consent. The merger was approved by the stockholders by unanimous written consent.

(b)          The board of directors of the Successor Corporation adopted a resolution by unanimous written consent which declared that the transaction set forth in these Articles of Merger is advisable and directed that the transaction be submitted for consideration by the stockholders for approval by unanimous written consent. The merger was approved by the stockholders by unanimous written consent.

IN WITNESS WHEREOF, the Merged Corporation and the Successor Corporation have caused these Articles of Merger to be signed in their respective corporate names and on their behalf on this    29th    day of    October   , 19  83   by their respective Presidents who acknowledge respectively that these Articles are the act of the Merged Corporation and the Successor Corporation and that to the best of their knowledge, information and belief and under penalties for perjury, all matters and facts contained in these Articles are true in all material respects.

ATTEST:	RIETSCHLE, INC.
________________________________	By:_____________________________
Secretary	President
ATTEST:	RIETSCHLE, INC.
________________________________	By:_____________________________
Secretary	President

EX-3.26

Exhibit 3.26

BYLAWS

OF

RIETSCHLE THOMAS HANOVER, INC.

(a Maryland corporation)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK. Certificates representing shares of stock shall set forth thereon the statements prescribed by Section 2-211 of the Maryland General Corporation Law and by any other applicable provision of law and shall be signed by the President or the Chairman of the Board, if any, or a Vice-President and countersigned by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and may be sealed with the corporate seal or a facsimile of it or in any other form. The signatures of any such officers may be either manual or facsimile signatures. In case any such officer who has signed manually or by facsimile any such certificate ceases to be such officer before the certificate is issued, it may nevertheless be issued by the corporation with the same effect as if the officer had not ceased to be such officer as of the date of its issue.

No certificate representing shares of stock shall be issued for any share of stock until such share is fully paid, except as otherwise authorized by the provisions of Section 2-210 of the Maryland General Corporation Law.

The corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may, in its discretion, require the owner of any such certificate to give bond, with sufficient surety, to the corporation to indemnify it against any loss or claim that may arise by reason of the issuance of a new certificate.

Upon compliance with the provisions of Section 2-514 of the Maryland General Corporation Law, the Board of Directors of the corporation may adopt by resolution a procedure by which a stockholder of the corporation may certify in writing to the corporation that any shares registered in the name of the stockholder are held for the account of a specified person other than the stockholder.

2. FRACTIONAL SHARE INTERESTS OR SCRIP. The corporation may, but shall not be obliged to, issue fractional shares of stock, eliminate a fractional interest by rounding off to a full share of stock, arrange for the disposition of a fractional interest by the person entitled to it, pay cash for the fair value of a fractional share of stock determined as of the time when the person entitled to receive it is determined, or issue scrip or other evidence of ownership, and which shall entitle its holder to exchange such scrip or other evidence of ownership aggregating a full share for a certificate which represents the share, but such scrip or other evidence of ownership shall not, unless otherwise provided, entitle the holder to exercise any voting right, or to receive dividends thereon or to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may impose any reasonable condition on the issuance of scrip or other evidence

of ownership, and may cause such scrip or evidence of ownership to be issued subject to the condition that it shall become void if not exchanged for a certificate representing a full share of stock before a specified date or subject to the condition that the shares for which such scrip or evidence of ownership is exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of such scrip or evidence of ownership, or subject to a provision for forfeiture of such proceeds to the corporation if not claimed within a period of not less than three years from the date the scrip or other evidence of ownership was originally issued.

3. SHARE TRANSFERS. Upon compliance with provisions restricting the transferability of shares of stock, if any, transfers of shares of stock of the corporation shall be made only on the stock transfer books of the corporation by the record holder thereof, or by the holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon, if any.

4. RECORD DATE FOR STOCKHOLDERS. The Board of Directors may set a record date or direct that the stock transfer books be closed for a stated period for the purpose of making any proper determination with respect to stockholders, including which stockholders are entitled to notice of a meeting, to vote at a meeting, to receive a dividend, or to be allotted other rights; provided, that, except as may be otherwise provided herein, any such record date shall be not more than ninety days before the date on which the action requiring the determination will be taken, that any such closing of the transfer books may not be for a period longer than twenty days, and that, in the case of a meeting of stockholders, any such record date or any such closing of the transfer books shall be at least ten days before the date of the meeting. If a record date is not set, and, if the stock transfer books are not closed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the later of either the close of business on the day on which notice of the meeting is mailed or the thirtieth day before the meeting, and the record date for determining stockholders entitled to receive payment of a dividend or an allotment of any rights shall be the close of business on the day on which the resolution of the Board of Directors declaring the dividend or allotment of rights is adopted, but any such payment of a dividend or allotment of rights shall not be made more than sixty days after the date on which the resolution is adopted; and a meeting of stockholders convened on the date for which it was called may be adjourned from time to time without further notice to a date not more than one hundred and twenty days after the original record date.

5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class or series upon which or upon whom the Articles of Incorporation confer such rights where there are two or more classes or series of shares or upon which or upon whom the provisions of the Maryland General Corporation Law may confer such rights or the right of dissent notwithstanding that the Articles of Incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder.

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6. STOCKHOLDER MEETINGS.

- TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that each meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

- PLACE. Annual meetings and special meetings shall be held at such place, either within the State of Maryland or at such other place within the United States, as the directors may, from time to time, set. Whenever the directors shall fail to set such place, or, whenever stockholders entitled to call a special meeting shall call the same, and a place of meeting is not set, the meeting shall be held at the principal office of the corporation in the State of Maryland.

- CALL. Annual meetings may be called by the directors or the President or by any officer instructed by the directors or the President to call the meeting. Except as may be otherwise provided by the provisions of the Maryland General Corporation Law, special meetings may be called in like manner and shall be called by the Secretary whenever the holders of shares entitled to at least twenty-five per cent of all the votes entitled to be cast at such meeting shall make a duly authorized request that such meeting be called.

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written notice of all meetings shall be given by the Secretary and shall state the time and place of the meeting. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) contain any additional statements required in a notice of a special meeting, and shall include a copy of any requisite statements or provisions prescribed by the provisions of the Maryland General Corporation Law; provided, however, that any business of the corporation may be transacted at any annual meeting without being specially noticed unless the provisions of the Maryland General Corporation Law provide otherwise. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called and shall include a copy of any requisite statements or provisions prescribed by the provisions of the Maryland General Corporation Law. Written notice of any meeting shall be given to each stockholder either by mail or other permissible medium or personally delivered to the stockholder or by leaving it at the stockholder’s residence or usual place of business not less than ten days and not more than ninety days before the date of the meeting, unless any provisions of the Maryland General Corporation Law shall prescribe a different elapsed period of time, to each stockholder at the stockholder’s address appearing on the books of the corporation or the address supplied by the stockholder for the purpose of notice. If mailed, notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at stockholder’s address as it appears on the records of the corporation with postage thereon prepaid. Whenever any notice of the time, place or purpose of any meeting of stockholders is required to be given under the provisions of the Articles of Incorporation, these Bylaws or of the provisions of the Maryland General Corporation Law, a waiver thereof in writing, signed by the stockholder and filed with the records of the meeting, whether before or after the holding thereof, or the stockholder’s presence in person or by proxy at the meeting shall be deemed equivalent to the giving of such notice to such stockholder. The foregoing requirements of notice shall also apply, whenever the corporation shall have any class of stock which is not entitled to vote, to holders of stock who are not entitled to vote at the meeting, but who are entitled to notice thereof and to dissent from any action taken thereat.

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- STATEMENT OF AFFAIRS. The President of the corporation, or, if the Board of Directors shall determine otherwise, some other executive officer thereof, shall prepare or cause to be prepared annually a full and correct statement of the affairs of the corporation, including a balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted at the Annual Meeting and placed on file within twenty days thereafter at the principal office of the corporation in the State of Maryland.

- CONDUCT OF MEETINGS. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in the Secretary’s absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

- PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for the stockholder by proxy in all matters in which a stockholder is entitled to participate, whether for the purposes of determining the stockholder’s presence at a meeting, or whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting, or otherwise. The authorization shall be effected in the manner prescribed by the provisions of Section 2-507 of the Maryland General Corporation Law.

- INSPECTORS OF ELECTION. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of the inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of the inspector’s ability. The inspectors, if any, shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting or any stockholder, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by the inspector or inspectors and execute a certificate of any fact found by the inspector or inspectors.

- QUORUM. Except as may otherwise be required by the provisions of the Maryland General Corporation Law, the Articles of Incorporation, or these Bylaws, the presence in person or by proxy at a meeting of the stockholders entitled to cast at least a majority of the votes entitled to be cast at the meeting shall constitute a quorum.

- VOTING. Each share of stock shall entitle the holder thereof to one vote except in the election of directors, at which each said vote may be cast for as many persons as there are directors to be elected. Except as may otherwise be provided in the provisions of the Maryland General Corporation Law, the Articles of Incorporation or these Bylaws, a majority of all the votes cast at a meeting of stockholders at which a quorum is present shall be sufficient to approve any

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matter which may properly come before the meeting. A plurality of all the votes cast at a meeting of stockholders at which a quorum is present is sufficient to elect a director.

- TELEPHONE PARTICIPATION. Stockholders may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time.

7. INFORMAL ACTION. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting if the following are filed with the records of the meeting: a unanimous written consent which sets forth the action and is signed by each stockholder entitled to vote on the matter.

ARTICLE II

BOARD OF DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and the affairs of the corporation shall be managed by or under the direction of its Board of Directors. All powers of the corporation may be exercised by or under authority of said Board of Directors. The use of the phrase “entire board” herein refers to the total number of directors which the corporation would have if there were no vacancies. The use of the term “directors” in these Bylaws shall be deemed to mean to sole director whenever the corporation is authorized to have only one director.

2. QUALIFICATIONS AND NUMBER. Each director shall be a natural person of full age. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Maryland. The number of directors constituting the entire board shall be at least one. Such number may be set from time to time by action of the stockholders or of a majority of the entire Board of Directors. The number of directors may be increased or decreased by an amendment to these Bylaws, provided, however, that the tenure of office of a director shall not be affected by any decrease in the number of directors.

3. ELECTION AND TERM. The first Board of Directors shall consist of the individuals named in the Articles of Incorporation and shall hold office until their successors have been elected and qualified. Thereafter, except as may otherwise be provided by law, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors have been elected and qualified. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors, newly created directorships and any vacancies in the Board of Directors, including vacancies resulting from the removal of directors by the stockholders which have not been filled by said stockholders, may be filled by the Board of Directors. Newly created directorships filled by the Board of Directors shall be by action of a majority of the entire Board of Directors. All other vacancies to be filled by the Board of Directors may be filled by a majority of the remaining members of the Board of Directors, whether or not sufficient to constitute a quorum.

4. MEETINGS.

- TIME. Meetings shall be held at such time as the Board shall set, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

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- PLACE. Meetings shall be held at such place within or without the State of Maryland as shall be set by the Board.

- CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, of the President, or of a majority of the directors in office.

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. The notice of any meeting need not specify the business to be transacted or the purpose of the meeting. Whenever any notice of the time, place, or purpose of any meeting of directors or any committee thereof is required to be given under the provisions of the Maryland General Corporation Law or of these Bylaws, a waiver thereof in writing, signed by the director or committee member entitled to such notice and filed with the records of the meeting, whether before or after the meeting, or presence at the meeting, shall be deemed equivalent to the giving of such notice to such director or such committee member.

- QUORUM AND ACTION. A majority of the entire Board of Directors shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided such majority shall constitute at least one-third of the entire Board and, in no event, less than two directors provided, that whenever the entire Board of Directors consists of one director, that one director shall constitute a quorum. Except as in the Articles of Incorporation and herein otherwise provided and, except as in provisions of the Maryland General Corporation Law otherwise provided, the action of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors. Members of the Board of Directors or of a committee thereof may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time; and participation by such means shall constitute presence in person at a meeting.

- CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the President, if present and acting, or any other director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed, with or without cause, pursuant to the provisions of Section 2-406 of the Maryland General Corporation Law.

6. COMMITTEES. The Board of Directors may appoint from among its members an Executive Committee and other committees composed of one or more directors, and may delegate to such committee or committees any of the powers of the Board of Directors except such powers as may not be delegated under the provisions of the Maryland General Corporation Law. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the Board of Directors to act in the place of such absent member.

7. INFORMAL ACTION. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a

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written consent to such action is signed by all members of the Board of Directors or any such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or any such committee.

ARTICLE III

OFFICERS

The corporation shall have a President, a Secretary, and a Treasurer, and may have a Chairman of the Board, a Vice-Chairman of the Board and one or more Vice-Presidents, who shall be elected by the Board of Directors, and may also have such other officers, assistant officers, and agents as the Board of Directors shall authorize from time to time, each of whom shall be elected or appointed in the manner prescribed by the Board of Directors. Any two or more offices, except those of President and Vice-President, may be held by the same person, but no person shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law to be executed, acknowledged or verified by more than one officer. Unless otherwise provided in the resolution of election or appointment, each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of stockholders and until the officer’s successor has been elected or appointed and qualified.

The officers and agents of the corporation shall have the authority and perform the duties in the management of the corporation as determined by the resolution electing or appointing them.

Any officer or agent may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation will be served thereby.

ARTICLE IV

PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER

The address of the principal office of the corporation in the State of Maryland and the name and the address of the resident agent of the corporation in the State of Maryland are set forth in the Articles of Incorporation.

The corporation shall maintain, at its principal office in the State of Maryland or at a business office or an agency of the corporation an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by each stockholder. Such stock ledger may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection.

The corporation shall keep at its principal office in the State of Maryland the original or a certified copy of the Bylaws, including all amendments thereto, and shall duly file thereat the annual statement of affairs of the corporation.

ARTICLE V

CORPORATE SEAL

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The corporate seal, if any, shall have inscribed thereon the name of the corporation and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine or the law require.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VII

CONTROL OVER BYLAWS

The power to adopt, alter, amend, and repeal the Bylaws is vested in the Board of Directors of the corporation.

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EX-3.27

Exhibit 3.27

CERTIFICATE OF INCORPORATION

OF

TI PNEUMOTIVE, INC.

FIRST: The name of the Corporation is TI PNEUMOTIVE, INC.

SECOND:         The registered office of the Corporation in the State of Delaware shall be located at 229 South State Street, City of Dover, County of Kent. The name and address of its registered agent shall be The Prentice-Hall Corporation System, Inc., 229 South State Street, Dover, Delaware.

THIRD:              The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:         The total number of shares of all classes of stock which the Corporation shall have authority to issue is 1,500 shares of Common Stock, $1.00 par value per share.

FIFTH:	The name and mailing address of the sole incorporator is as follows:
Name		Address
Javier Gonzalez		111 West Monroe Street Chicago, Illinois 60603

SIXTH:               In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized and empowered, in the manner provided in the by-laws of the Corporation, to make, alter, amend and repeal the by-laws of the Corporation in any respect not inconsistent with the laws of the State of Delaware or with this Certificate of Incorporation.

SEVENTH:       In addition to the powers and authorities hereinbefore or by statute expressly conferred upon it, the Board of Directors may exercise all such powers and do all such acts as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the laws of the State of Delaware, this Certificate of Incorporation and the by-laws of the Corporation.

EIGHTH:          Any contract, transaction or act of the Corporation or of the directors or of any committee which shall be ratified by the holders of a majority of the shares of stock of the Corporation present in person or by proxy and voting at any annual meeting, or at any special meeting called for such purpose, shall, insofar as permitted by law or by this Certificate of Incorporation, be as valid and as binding as though ratified by every stockholder of the Corporation.

NINTH:             The officers, directors, employees and agents of this Corporation shall be entitled to indemnification and reimbursement of expenses from this Corporation and shall be held harmless by this Corporation to the fullest extent permitted under the General Corporation Law of Delaware, and accordingly, Section 145 of the General Corporation Law of Delaware is hereby incorporated by reference into this Certificate of Incorporation.

TENTH:            The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the Corporation. Election of directors need not be by ballot unless the by-laws of the Corporation shall so provide.

ELEVENTH:   The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute.

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that the facts stated are true, and accordingly have hereunto set my hand and seal this 6^th day of May, 1988.

    /s/ Javier Gonzalez                                                  

Javier Gonzalez

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

TI PNEUMOTIVE, INC.

________________________

TI Pneumotive, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

FIRST:               That the Board of Directors of the Corporation (the “Board of Directors”) duly adopted, by unanimous written consent in lieu of a meeting in accordance with Section 141(f) of the General Corporation Law of the State of Delaware (the “DGCL” ), resolutions setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and submitting it to the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that it is advisable to amend the Company’s Certificate of Incorporation in order to change the Company’s name by amending and restating Article First in its entirety to read as follows:

FIRST. The name of the Company is RIETSCHLE THOMAS MONROE, INC.

SECOND:        That the amendment described above has been approved by written consent in accordance with Section 228 of the GCL by the sole stockholder of the Company.

THIRD:             That said amendment was duly adopted in accordance with Section 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Certificate of Incorporation to be executed by a duly authorized officer this 15th day of January, 2003

TI PNEUMOTIVE, INC.

By:     /s/ Ronald D. Wiseman                                      

Name: Ronald D. Wiseman

Title: Treasurer

EX-3.28

Exhibit 3.28

BYLAWS

OF

RIETSCHLE THOMAS MONROE, INC.

ARTICLE I

Stockholders

Section 1.1.Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware as may be designated by the Board of Directors from time to time. Stockholders may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Any other proper business may be transacted at the annual meeting.

Section 1.2.         Special Meetings. Special meetings of stockholders may be called at any time by the Chairman of the Board, if any, the Vice Chairman of the Board, if any, the President or the Board of Directors, to be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting.

Section 1.3.         Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 1.4.         Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5.         Quorum. At each meeting of stockholders, except where otherwise provided by law or the Certificate of Incorporation or these bylaws, the holders of a majority of the outstanding shares of each class of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum, the stockholders so present may, by

majority vote, adjourn the meeting from time to time in the manner provided by Section 1.4 of these bylaws until a quorum shall attend. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6.         Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7.         Voting; Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law or by the Certificate of Incorporation or these bylaws, be decided by the vote of the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at the meeting, provided that (except as otherwise required by law or by the Certificate of Incorporation) the Board of Directors may require a larger vote upon any election or question.

Section 1.8.         Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall

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be the day on which the first written consent is expressed; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

Section 1.9.         List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 1.10.      Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1.         Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by the Board of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation. The Board shall consist of one or more members, the number thereof to be determined from time to time by the Board. Directors need not be stockholders.

Section 2.2.         Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office until the annual meeting of stockholders next succeeding his election and until his successor is elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon written notice to the Board of Directors or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director.

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Section 2.3.         Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined, notice thereof need not be given.

Section 2.4.         Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, by the President or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Section 2.5.         Telephonic Meetings Permitted. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by law shall constitute presence in person at such meeting.

Section 2.6.         Quorum; Vote Required for Action. At all meetings of the Board of Directors one third of the entire Board shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the Certificate of Incorporation or these bylaws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

Section 2.7.         Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8.        Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

Committees

Section 3.1.         Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member or members present constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the

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Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, removing or indemnifying directors or amending these bylaws; and, unless the resolution expressly so provided, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger.

Section 3.2.         Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these bylaws.

ARTICLE IV

Officers

Section 4.1.         Officers; Election; Qualification; Term of Office; Resignation; Removal; Vacancies. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President and a Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board and a Vice Chairman of the Board. The Board may also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and may give any of them such further designations or alternate titles as it considers desirable. Each such officer shall hold office until the first meeting of the Board after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election or appointment of an officer shall not of itself create contractual rights. Any number of offices may be held by the same person. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting.

Section 4.2.         Powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his duties.

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ARTICLE V

Stock

Section 5.1.         Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by him in the Corporation. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 5.2.         Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI

Miscellaneous

Section 6.1.         Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 6.2. Seal. The Corporation shall have no corporate seal.

Section 6.3.         Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law or under any provision of the Certificate of Incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these bylaws.

Section 6.4.        Indemnification of Directors, Officers and Employees and Agents. The Corporation shall have power to indemnify to the full extent authorized by law any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil,

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administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee [or agent] of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor of the Corporation.

Section 6.5.        Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

Section 6.6.         Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 6.7.         Amendment of Bylaws. These bylaws may be altered or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter or repeal any by law whether or not adopted by them.

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EX-3.29

Exhibit 3.29

CERTIFICATE OF INCORPORATION

OF

DAY-BRITE LIGHTING, INC.

* * * * *

1.	The name of the corporation is:
		DAY-BRITE LIGHTING, INC.

2.            The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purpose to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this corporation.

To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust, receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

To borrow or raise money for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

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To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the corporation’s property and assets, or any interest therein, wherever situated.

In general, to possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware or by any other law of Delaware or by this Certificate of Incorporation together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the corporation.

The business and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in this certificate of incorporation, but the business and purposes specified in each of the foregoing clauses of this article shall be regarded as independent business and purposes.

4.            The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00).

5.	The name and mailing address of each incorporator is as follows:
NAME		MAILING ADDRESS
S. J. Eppard		Corporate Trust Center

1209 Orange Street

Wilmington, Delaware 19801

S. M. Fraticelli Corporate Trust Center

1209 Orange Street

Wilmington, Delaware 19801

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S. K. Zimmerman Corporate Trust Center

1209 Orange Street

Wilmington, Delaware 19801

6. The corporation is to have perpetual existence.

7.            In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

By a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternative members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference

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to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or by-laws, expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including share of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

8.            Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

9.            The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 10th day of September, 1984.

              /s/ s. J. Eppard                                  

S. J. Eppard

              /s/ S. M. Fraticelli                              

S. M. Fraticelli

              /s/ S. K. Zimmerman                                    

S. K. Zimmerman

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CERTIFICATE OF MERGER

OF

THOMAS INDUSTRIES OF NEVADA, INC.

AND

DAY-BRITE LIGHTING, INC.

It is hereby certified that:

1.            The constituent business corporations participating in the merger herein certified are:

(i)            Thomas Industries of Nevada, Inc., which is incorporated under the laws of the State of Nevada; and

(ii)           Day-Brite Lighting, Inc., which is incorporated under the laws of the State of Delaware.

2.            A Plan and Agreement of Merger has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the General Corporation Law of the State of Delaware, to wit, by Thomas Industries of Nevada, Inc. in accordance with the laws of the State of its incorporation and by Day-Brite Lighting, Inc. in the same manner as is provided in Section 251 of the General Corporation Law of the State of Delaware.

3.            The name of the surviving corporation in the merger herein certified is Day-Brite Lighting, Inc., which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the General Corporation Law of the State of Delaware.

4.            The Certificate of Incorporation of Day-Brite Lighting Inc., as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the General Corporation Law of the State of Delaware.

5.            The executed Plan and Agreement of Merger between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows:

Day-Brite Lighting, Inc.

4360 Brownsboro Road, Suite 300

P.O. Box 35120

Louisville, Kentucky 40232

Attn: Timothy C. Brown, President

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6.            A copy of the aforesaid Plan and Agreement of Merger will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

7.            The authorized capital stock of Thomas Industries of Nevada, Inc. consists of 1,000 shares with no par value.

Dated: June 27, 1994

THOMAS INDUSTRIES OF NEVADA,

INC.

By:                    /s/ Timothy C. Brown            

Timothy C. Brown, President

Attest:

              /s/ Phillip J. Stuecker              

Phillip J. Stuecker, Secretary

Dated: June 27, 1994

DAY-BRITE LIGHTING, INC.

By:        /s/ Timothy C. Brown                        

Timothy C. Brown, President

Attest:

              /s/ Phillip J. Stuecker              

Phillip J. Stuecker, Secretary

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

DAY-BRITE LIGHTING, INC.

DAY-BRITE LIGHTING, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY THAT:

FIRST: The Board of Directors of the corporation on August 10, 1994, approved and adopted the following resolution for amending its Certificate of Incorporation and recommended that said amendment be recommended and submitted to the stockholders for their consideration:

RESOLVED, that ARTICLE FIRST of the Certificate of Incorporation of the corporation be amended in its entirety to read as follows:

“FIRST: The name of the corporation is Thomas Industries Holdings Inc.”

SECOND: The amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware, by the written consent of its sole stockholder entitled to vote.

IN WITNESS WHEREOF, DAY-BRITE LIGHTING, INC. has caused this certificate to be executed by its Vice President and Secretary, this 10 day of August, 1994.

DAY-BRITE LIGHTING, INC.

By        /s/ Phillip J. Stuecker                          

Vice President

ATTEST:

              /s/ David S.                                        

Asst. Secretary

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

THOMAS INDUSTRIES HOLDINGS INC.

THOMAS INDUSTRIES HOLDINGS INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY THAT:

FIRST: The Board of Directors of the Corporation on September 30, 1998, approved and adopted the following resolution for amending its Certificate of Incorporation and recommended that said amendment be recommended and submitted to the shareholders for their consideration:

RESOLVED, That Article 4 of the Certificate of Incorporation of the Corporation be amended in its entirety to read as follows:

“4. The total number of shares of stock which the Corporation shall have authority to issue is ten thousand (10,000) shares of Common Stock, and the par value of each of such shares is One Dollar ($1.00), amounting in the aggregate to Ten Thousand Dollars ($10,000.00).”

SECOND: The amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware by the written consent of its sole shareholder entitled to vote.

IN WITNESS WHEREOF, THOMAS INDUSTRIES HOLDINGS INC. has caused this certificate to be executed by its Vice President and Secretary this 30^th day of September, 1998.

THOMAS INDUSTRIES HOLDINGS INC.

By:        /s/ Phillip J. Stuecker                          

Its: Vice President and Secretary

10

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

THOMAS INDUSTRIES HOLDINGS INC.

Thomas Industries Holdings Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

FIRST:              That the Board of Directors of the Corporation (the “Board of Directors”) duly adopted, by unanimous written consent in lieu of a meeting in accordance with Section 141(f) of the General Corporation Law of the State of Delaware (the “DGCL”), resolutions setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and submitting it to the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that is advisable to amend the Company’s Certificate of Incorporation in order to change the Company’s name by amending and restating Article First in its entirety to read as follows:

FIRST. The name of the Company is RIETSCHLE THOMAS SHEBOYGAN, INC.

SECOND: That the amendment described above has been approved by written consent in accordance with Section 228 of the GCL by the sole stockholder of the Company.

THIRD:             That said amendment was duly adopted in accordance with Section 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Certificate of Incorporation to be executed by a duly authorized officer this 15th day of January, 2003.

THOMAS INDUSTRIES HOLDINGS INC.

By:        /s/ Ronald E. Wiseman                      

Name: Ronald D. Wiseman

Title: Treasurer

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EX-3.30

Exhibit 3.30

BYLAWS

OF

RIETSCHLE THOMAS SHEBOYGAN INC.

ARTICLE I

Stockholders

Section 1.1.Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware as may be designated by the Board of Directors from time to time. Stockholders may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Any other proper business may be transacted at the annual meeting.

Section 1.2.         Special Meetings. Special meetings of stockholders may be called at any time by the Chairman of the Board, if any, the Vice Chairman of the Board, if any, the President or the Board of Directors, to be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting.

Section 1.3.         Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 1.4.         Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5.         Quorum. At each meeting of stockholders, except where otherwise provided by law or the Certificate of Incorporation or these bylaws, the holders of a majority of the outstanding shares of each class of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum, the stockholders so present may, by

majority vote, adjourn the meeting from time to time in the manner provided by Section 1.4 of these bylaws until a quorum shall attend. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6.         Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7.         Voting; Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law or by the Certificate of Incorporation or these bylaws, be decided by the vote of the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at the meeting, provided that (except as otherwise required by law or by the Certificate of Incorporation) the Board of Directors may require a larger vote upon any election or question.

Section 1.8.         Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall

2

be the day on which the first written consent is expressed; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

Section 1.9.         List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 1.10.      Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1.         Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by the Board of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation. The Board shall consist of one or more members, the number thereof to be determined from time to time by the Board. Directors need not be stockholders.

Section 2.2.         Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office until the annual meeting of stockholders next succeeding his election and until his successor is elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon written notice to the Board of Directors or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director.

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Section 2.3.         Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined, notice thereof need not be given.

Section 2.4.         Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, by the President or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Section 2.5.         Telephonic Meetings Permitted. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by law shall constitute presence in person at such meeting.

Section 2.6.         Quorum; Vote Required for Action. At all meetings of the Board of Directors one third of the entire Board shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the Certificate of Incorporation or these bylaws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

Section 2.7.         Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8.        Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

Committees

Section 3.1.         Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member or members present constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the

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Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, removing or indemnifying directors or amending these bylaws; and, unless the resolution expressly so provided, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger.

Section 3.2.         Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these bylaws.

ARTICLE IV

Officers

Section 4.1.         Officers; Election; Qualification; Term of Office; Resignation; Removal; Vacancies. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President and a Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board and a Vice Chairman of the Board. The Board may also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and may give any of them such further designations or alternate titles as it considers desirable. Each such officer shall hold office until the first meeting of the Board after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election or appointment of an officer shall not of itself create contractual rights. Any number of offices may be held by the same person. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting.

Section 4.2.         Powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his duties.

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ARTICLE V

Stock

Section 5.1.         Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by him in the Corporation. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 5.2.         Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI

Miscellaneous

Section 6.1.         Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 6.2. Seal. The Corporation shall have no corporate seal.

Section 6.3.         Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law or under any provision of the Certificate of Incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these bylaws.

Section 6.4.        Indemnification of Directors, Officers and Employees and Agents. The Corporation shall have power to indemnify to the full extent authorized by law any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil,

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administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee [or agent] of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor of the Corporation.

Section 6.5.        Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

Section 6.6.         Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 6.7.         Amendment of Bylaws. These bylaws may be altered or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter or repeal any by law whether or not adopted by them.

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EX-3.31

Exhibit 3.31

TCM INVESTMENTS INC.

ARTICLES OF INCORPORATION

AND

CERTIFICATE OF INCORPORATION

(Attorneys should insert the Articles of Incorporation and Certificate of Incorporation of the corporation at this point in the book.)

CERTIFICATE OF INCORPORATION

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

ARTICLE I - NAME

The name of this corporation is TCM Investments, Inc.

ARTICLE II - REGISTERED AGENT

The address of the registered office in the State of Oklahoma and the name of the registered agent at such address is David L. Noss, 111 West Fifth Street, Suite 300, Tulsa, Oklahoma 74103.

ARTICLE III - DURATION

The duration of the corporation is perpetual.

ARTICLE IV - PURPOSES

The purposes for which this corporation is formed are to:

1.            Engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Oklahoma.

2.            Sue and be sued in all courts and participate, as a party or otherwise, in any judicial, administrative, arbitrative, or other proceeding.

3.            Purchase, receive, take by grant, gift, devise, bequest, or otherwise, lease or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge all or any of its property and assets, or any interest therein wherever situated.

4.           Make donations for the public welfare or for charitable, scientific or educational purposes and in time of war or other national emergency in aid thereof.

5.           Participate with others in any corporation, partnership, limited partnership, joint venture or other association of any kind, or in any transaction, undertaking or arrangement, which

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the participating corporation would have power to conduct by itself, whether or not such participation involves sharing or delegation of control with or to others.

6. Be an incorporator, promoter or manager of other corporations of any type or kind.

7.            Transact any lawful business which the corporation’s Board of Directors shall find to be in aid of governmental authority.

8.            Make contracts, including contracts of guaranty and suretyship, incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations and secure any of its obligations by mortgage, pledge or other encumbrance of all or any of its property, franchises and income.

9.            Lend money for its corporate purposes, invest and reinvest its funds, and take, hold and deal with real and personal property as security for the payment of funds so loaned or invested.

10.          Pay pensions and establish and carry out pension, profit sharing, stock option, stock purchase, stock bonus, retirement benefit, incentive and compensation plans, trusts and provisions for any or all of its directors, officers and employees, and for any or all of the directors, officers and employees of its subsidiaries.

11.          Provide insurance for its benefit on the life of any of its directors, officers or employees or on the life of any shareholder for the purpose of acquiring at his death shares of its stock owned by such shareholder.

ARTICLE V - AUTHORIZED CAPITAL

The aggregate number of shares, which the corporation shall have authority to issue, the designation of each class, the number of shares of each class and the par value of the shares of each class are as follows:

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NUMBER OF SHARES		PAR VALUE PER SHARE
300,000	Common	$1.00 per share

Total number of shares: 300,000

Total authorized capital $300,000.00

ARTICLE VI - REGULATORY PROVISIONS

The following additional provisions are inserted for the management of the business and for the conduct of the affairs of the corporation and creating, defining, limiting and regulating the powers of the corporation, the directors and the stockholders:

1.            The Board of Directors is authorized and empowered from time to time in its discretion to make, alter or repeal the by-laws of the corporation.

2. Elections of directors need not be by written ballot.

3.            When stock of the corporation is available for redemption, the directors of the corporation are authorized to redeem such shares in accordance with the General Corporation Law of Oklahoma, without approval of the stockholders.

ARTICLE VII - NUMBER OF DIRECTORS

The number of directors which shall constitute the whole Board of Directors shall not be less than one nor more than nine.

ARTICLE VIII - INCORPORATOR

The name and the mailing address of the incorporator is David L. Noss, 111 West Fifth Street, Suite 300, Tulsa, Oklahoma 74103.

I, the undersigned, for the purpose of forming a corporation under the laws of the State of Oklahoma, do make, file and record this Certificate and do certify that the facts herein stated are true and I have accordingly hereunto set my hand this 23 day of January, 1991.

         /s/ David L. Noss        

David L. Noss, Incorporator

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FIRST AMENDED

CERTIFICATE OF INCORPORATION OF

TCM INVESTMENTS, INC.

(After Receipt of Payment of Stock)

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA, 101 State Capitol Building, Oklahoma City, Oklahoma 73105:

The undersigned Oklahoma corporation, for the purpose of amending its certificate of incorporation as provided by Section 1077 of the Oklahoma General Corporation Act, hereby certifies:

1.            The name of the corporation is: TCM Investments, Inc.; the date of filing of its original certificate of incorporation is January 25, 1991.

ARTICLE I - NAME

No change as filed 1/25/1991

2. ARTICLE II - REGISTERED AGENT

As amended: The address of the registered office in the State of Oklahoma and the name of the registered agent at such address is: Jack L. Alexander, 4747 South 83rd East Avenue, Tulsa, Tulsa County, Oklahoma 74145.

3. ARTICLE III - DURATION

No change as filed 1/25/1991.

4. ARTICLE IV - PURPOSES

No change as filed 1/25/1991.

5. ARTICLE V - AUTHORIZED CAPITAL

As amended: The aggregate number of the authorized shares, itemized by class, the number of shares of each class and the par value of share within a class are as follows:

NUMBER OF SHARES	CLASS	PAR VALUE PER SHARE
500,000	Common	$1.00 per share

TOTAL NO. SHARES: 500,000

TOTAL AUTHORIZED CAPITAL: $500,000.00

6. ARTICLE VI - REGULATORY PROVISIONS

No change as filed 1/25/1991.

7. ARTICLE VII - NUMBER OF DIRECTORS

No change as filed 1/25/1991.

8. ARTICLE VIII - INCORPORATOR

No change as filed 1/25/1991.

That at a meeting of the Board of Directors, a resolution was duly adopted setting forth the foregoing proposed amendments to the Certificate of Incorporation of said corporation, declaring

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said amendments to be advisable and calling a meeting of the shareholders of said corporation for consideration thereof.

That thereafter, pursuant to said resolution of its Board of Directors, a meeting of the shareholders of said corporation was duly called and held, at which meeting the necessary number of shares as required by statute were voted in favor of the amendments.

SUCH AMENDMENTS WERE DULY ADOPTED IN ACCORDANCE WITH 18 O.S. SECTION 1077.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by its President and attested by its Secretary, this 31^st day of May, 1994.

TCM INVESTMENTS, INC.

By:           /s/ Jack L. Alexander        

JACK L. ALEXANDER,

President

(corporate seal)

ATTEST:

/s/ Nancy L. Wyatt        

NANCY L. WYATT, Secretary

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EX-3.32

Exhibit 3.32

BY-LAWS OF

TCM INVESTMENTS, INC.

ARTICLE I

IDENTIFICATION

Section 1.The name of the corporation is TCM INVESTMENTS, INC.

Section 2. The principal office of the corporation in the State of Oklahoma shall be located in the County of Tulsa, State of Oklahoma. The corporation may have such other offices, either within or without the State of Oklahoma as the Board of Directors may designate or as the business of the corporation may require from time to time.

Section 3. The registered office of the corporation in the State of Oklahoma may be, but need not be identical with the principal office in the State of Oklahoma, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II - CORPORATE POWERS

The corporation shall have the power to:

1.Engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Oklahoma.

2.Sue and be sued in all courts and participate, as a party or otherwise, in any judicial, administrative, arbitrative, or other proceeding.

3.Purchase, receive, take by grant, gift, devise, bequest, or otherwise, lease or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge all or any of its property and assets, or any interest therein wherever situated.

4.Make donations for the public welfare or for charitable, scientific or educational purposes and in time of war or other national emergency in aid thereof.

5.Participate with others in any corporation, partnership, limited partnership, joint venture or other association of any kind, or in any transaction, undertaking or arrangement, which the participating corporation would have power to conduct by itself, whether or not such participation involves sharing or delegation of control with or to others.

6.Be an incorporator, promoter or manager of other corporations of any type or kind.

7.Transact any lawful business which the corporation’s Board of Directors shall find to be in aid of governmental authority.

8.Make contracts, including contracts of guaranty and suretyship, incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations and secure any of its obligations by mortgage, pledge or other encumbrance of all or any of its property, franchises and income.

9.Lend money for its corporate purposes, invest and reinvest its funds, and take, hold and deal with real and personal property as security for the payment of funds so loaned or invested.

10.Pay pensions and establish and carry out pension, profit sharing, stock option, stock purchase, stock bonus, retirement benefit, incentive and compensation plans, trusts and provisions for any or all of its directors, officers and employees, and for any or all of the directors, officers and employees of its subsidiaries.

11.Provide insurance for its benefit on the life of any of its directors, officers or employees or on the life of any shareholder for the purpose of acquiring at his death shares of its stock owned by such shareholder.

12.Lend money to or guaranty any obligation of or otherwise assist any officer or other employee of the corporation or its subsidiaries, including any officer or employee who is a director of the corporation or its subsidiaries whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.

ARTICLE III - SHAREHOLDERS

Section 1. The annual meeting of the shareholders shall be held not later than the third Tuesday in April each year beginning with the year 1992, at which meeting they shall elect by ballot by plurality vote, which need not be by written ballot, a Board of Directors and transact such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Oklahoma, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

Section 2. Special meetings of the shareholders, for any purpose or purposes, may be called by the President and shall be called by the President at the request in writing of any of the directors or at the request in writing of holders of not less than 25% of the outstanding shares of the corporation entitled to vote at the meeting.

Section 3. The Board of Directors may designate any place, either within or without the State of Oklahoma, as the place of meeting for any meeting. A waiver of notice signed by a majority of the shareholders entitled to vote at a meeting may designate any place either within or without the State of Oklahoma as the place for the holding of such meeting providing there is compliance with the provisions of Section 13 of this Article. If no designation is made, the place of meeting shall be the registered office of the corporation in the State of Oklahoma.

Section 4. Except as provided in Section 13 of this Article, notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten days, nor more than sixty days, before the date of the meeting, either personally or by mail, by or at the direction of the President, or the secretary or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the shareholder at the address as it appears in the records of the corporation, with postage thereon prepaid.

Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment or any dividend, or in order to make a determination of shareholders for any other purposes, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, 30 days. If the stock transfer books

shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least 10 days immediately preceding such meeting.

If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least 10 days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of each and the shares held by each, which list, for a period of 10 days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholders at any time during usual business hours. Such list shall be also produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.

Section 7. The holders of the one-third of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, and until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. When a quorum is present at any meeting, the vote of the holders of the majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 9. Each shareholder shall at every meeting of the shareholders, be entitled to one vote in person or by proxy for each share of the capital stock held by such shareholder, but no proxy shall be voted on after seven months from its date, unless the proxy provides for a longer period.

Section 10. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine. Shares held by an administrator, executor or guardian may be voted by him, either in person or by proxy without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the corporation or held by it in a fiduciary capacity shall not be voted, directly or indirectly at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

Section 11. Shares held by a nominee or by nominees may be voted by the actual owner of such shares upon proof by written instrument that the nominee holds such shares only as a nominee.

Section 12. Whenever any notice is required to be given under any provision of The Oklahoma General Corporation Act, the Certificate of Incorporation of this corporation or the by-laws of the corporation, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein shall be deemed equivalent to notice. Attendance of such a person at a meeting shall constitute a waiver of notice of such meeting except when the person is attending a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders need be specified in the written waiver of notice.

Section 13. Any action required by the provisions of these by-laws or the Oklahoma General Corporation Act to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of shares that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by

less than unanimous written consent shall be given to those shareholders of members, as the case may be, who have not consented in writing. In the event that the action which is consented to is such as would have required the filing of a certificate with the Secretary of State if such action had been voted on by shareholders or by members at a meeting thereof, the certificate filed with the Secretary of State shall state in lieu of any statement required concerning any vote of shareholders of members, that written consent has been given in accordance with the provisions of Section 73 of the Oklahoma Business Corporation Act and that written notice has been given as provided for in this Section 13 of this Article III.

ARTICLE IV - BOARD OF DIRECTORS

Section 1. The property and business of the corporation shall be managed and controlled by a Board of Directors composed of four directors as may be determined by the shareholders at their annual meeting. Until changed by the stockholders, the number of directors of this corporation shall be four (4). Directors need not be residents of the State of Oklahoma nor shareholders of the corporation.

Section 2. Directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 of this Article, and each director elected shall hold office until his successor is elected and qualified. Any director may be removed at any time by a vote of a majority of the issued and outstanding shares of stock at any special or regular meeting of stockholders.

Section 3. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.

Section 4. The Board of Directors shall have, in addition to such powers as are contained in the Certificate of Incorporation or are hereinafter expressly conferred upon it, all such powers as may be exercised by the corporation, subject to the provisions of the Oklahoma Statutes, the Certificate of Incorporation, and by-laws. The Board of Directors shall have power:

(a) To purchase or otherwise acquire property, rights or privileges for the corporation, which the corporation has power to take, at such prices and on such terms as the Board of Directors may deem proper.

(b)To pay for such property, rights or privileges in whole or in part with money, stock, bonds, debentures, or other securities of the corporation, or by delivery of other property of the corporation.

(c)To create, make and issue mortgages, bonds, deeds of trust, trust agreements, negotiable or transferable instruments and securities, secured by mortgage or otherwise, and do every other act or thing necessary to effectuate the same.

(d)To appoint agents, clerks, assistants, factors, employees, and trustees, and to dismiss them at its discretion, to fix their duties and emoluments and to change them from time to time and to require security as it may deem proper.

(e)To confer upon any officer or officers of the corporation the power of selecting, discharging or suspending such employees.

Section 5. Regular meetings of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and the place, either within or without the State of Oklahoma for the holding of additional regular meetings without other notice than such resolution.

Section 6. Special meetings of the Board of Directors may be called by or at the request of the President or Secretary or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Oklahoma, as the place for holding any special meeting of the Board of Directors called by them.

Section 7. Notice of any special meeting shall be given two days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.

Section 8. At all meetings of the Board, one-third of the directors shall constitute a quorum for the transaction of business and the act of the majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Whenever any notice is required to be given under any provision of the Oklahoma General Corporation Act, the Certificate of Incorporation of this corporation or the by-laws of this corporation, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein shall be deemed equivalent to notice. Attendance of such a person at a meeting shall constitute a waiver of notice of such meeting except when the person is attending a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in the written waiver of notice.

Section 10. Should the salaries or expense accounts paid by the corporation at any time be deemed excessive by the Internal Revenue Service, the Directors may demand that such excessive amounts be refunded to the corporation by the person or persons who have received them.

Section 11. Members of the Board of Directors, or of any Committee designated by such Board, may participate in a meeting of such Board or Committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such meeting.

Section 12. The Board of Directors may, by resolution adopted by a majority of the entire Board, designate one or more committees, each committee to consist of one (1) or more of the Directors of the Corporation, which, to the extent provided in said resolution or resolutions, or any subsequent resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 13. The committees shall keep regular minutes of their proceedings and report the same to the Board when required.

ARTICLE V - OFFICERS

Section 1. The officers of the corporation shall be a president, a secretary, and a treasurer, and such other officers as may from time to time be chosen by the Board of Directors. The president shall be a director. Any two offices may be held by the same person except those of president and secretary and president and vice-president.

Section 2. The officers of the corporation shall be elected by the directors at the annual directors meeting and shall hold office for a term of one year and until their successors shall have been duly elected and shall have qualified or until their death or until they shall resign or shall have been removed. Any officers may be removed by a majority vote of the issued and outstanding

shares of stock t any special or regular meeting of the stockholders, or by a majority of the Board of Directors.

Section 3. The president shall be the chief executive officer of the corporation. It shall be his duty to preside at all meetings of the shareholders and directors; to have general and active management of the business of the corporation; to see that all orders and resolutions of the Board of Directors are carried into effect; to execute all contracts, agreements, deeds, bonds, mortgages, and other obligations and instruments, in the name of the corporation, and to affix the corporate seal thereto when authorized by the Board. He shall have general supervision and direction of the other officers of the corporation and shall see that their duties are properly performed. He shall submit a report of the operations of the corporation for the year to the directors at their meeting next preceding the annual meeting of the stockholders and to the stockholders at their annual meeting.

Section 4. The vice-president, if there be one, or in the event there be more than one vice-president, the vice-presidents in the order designated at the time of their election, shall be vested with all the powers required to perform all the duties of the president in his absence or disability and shall perform such other duties as may be prescribed by the Board of Directors.

Section 5. The secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of these meetings in a book to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of stockholders and Directors when such notice is necessary, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature.

Section 6. The treasurer shall have custody of the funds and the securities of the corporation and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board, or president, and shall render to the president and directors, whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation, and at the regular meeting of the Board next preceding the annual stockholders meeting, a like report for the preceding year. He shall keep an account of the stock registered and transferred in such manner and subject to the regulations as the Board of Directors may prescribe. He shall perform such other duties as the Board of Directors may from time to time prescribe or require.

ARTICLE VI - CAPITAL STOCK

Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by the president and secretary, certifying the number of shares owned by him in the corporation.

Section 2. The property in a certificate, and the shares of common stock represented thereby can be transferred as against persons other than the corporation by:

(a)Delivery of the certificate endorsed either in blank or to a specified person by the person appearing by the certificate to be the owner of the shares represented thereby, or

(b)Delivery of the certificate and a separate document containing a written assignment of the certificate or a power of attorney to sell, assign, or transfer the same or the shares represented thereby. Such assignment or power of attorney may be either in blank or to a specified person.

Section 3. The rights against the corporation inherent in the shares represented by such certificate are transferable only by registration of the shares in the name of the assignee as the registered holder on the Stockholder’s Ledger maintained by the corporation.

Section 4. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Section 5. The corporation shall have a first lien on all shares of its capital stock, and upon all dividends declared upon the same, for any indebtedness of the respective holders thereof to the corporation.

Section 6. Shares which have been called for redemption shall not be deemed to be outstanding shares for the purpose of voting or determining the total number of shares entitled to vote on any matter on and after the date on which written notice for redemption has been sent to holders thereof and a sum sufficient to redeem such shares has been irrevocably deposited or set aside to pay the redemption price to the holders of the shares upon the surrender of certificates therefor.

ARTICLE VII - DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation may be declared by the Board of Directors at any regular or special meeting.

Section 2. Dividends may be declared and paid upon the shares of the corporate capital stock either out of the corporate surplus or in case there shall be no surplus, out of the net profits of the corporation for the fiscal year in which the dividends are declared and/or the preceding fiscal year. If the capital of the corporation shall have been diminished by depreciation in the value of its property, or losses or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having any preference upon the distribution of assets, the directors of the corporation shall not declare and pay out of such net profits any dividends upon any shares of any classes of its capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, shall have been repaid.

ARTICLE VIII - MISCELLANEOUS AND AMENDMENTS

Section 1. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the District Court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the District Court or such other court shall deem proper.

Section 3. To the extent that a director, officer, employee or agent of a Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4. Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in written opinion, or (iii) by the stockholders.

Section 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in the foregoing sections.

Section 6. The indemnification provided by the foregoing sections shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of the foregoing sections.

Section 8. The annual report to shareholders required by the Statutes of the State of Oklahoma to be sent to the shareholders of each domestic corporation by the Board of Directors of such corporation are hereby expressly dispensed with and not required.

Section 9. These by-laws may be altered, amended, repealed, or added to at any regular meeting of the shareholders or Board of Directors or at any special meeting called for that purpose, by an affirmative vote of the majority of the stock issued and outstanding and entitled to vote or a majority of the whole authorized number of directors as the case may be.

The undersigned, being all the directors, do hereby certify that the foregoing by-laws are the by-laws adopted by the directors at the first meeting of the directors.

/s/ Joe Wyatt                                        

Joe Wyatt

/s/ Larry Cibula                                  

Larry Cibula

/s/ Jack Alexander                              

Jack Alexander

David L. Noss

WRITTEN CONSENT OF THE SOLE SHAREHOLDER OF

TCM INVESTMENTS, INC.

The undersigned, being the sole shareholder of TCM Investments, Inc. an Oklahoma corporation (the “Corporation”), does hereby consent, in accordance with the provision of Article XIII, Section 9 of the By-Laws of the Company, to the adoption of the following resolution by unanimous written consent in lieu of a meeting.

By-Laws Amendment

Be it RESOLVED, that the By-Laws be amended as follows:

a) Article VI Capital Stock, Section 5 shall be deleted in its entirety.

Ratification of Acts of Directors and Officers

RESOLVED that all acts and proceedings of the directors and officers of the Company done and performed since the 16th day of August, 2004, to present date as evidenced by the minutes and books of account of the Company be and the same are hereby approved, ratified, sanctioned and confirmed.

The resolutions adopted by virtue of this Written Consent of the Sole Shareholder shall have the same force and effect as if adopted at an official meeting of said shareholder pursuant to the laws of the State of Oklahoma.

IN WITNESS WHEREOF, the undersigned has executed this consent to be effective as of Monday, August 16, 2004.

Gardner Denver, Inc., holding 247,290.71 shares.

By: /s/ Tracy D. Pagliara                                        

Tracy D. Pagliara

Vice President, General Counsel & Secretary

EX-3.33

Exhibit 3.33

ARTICLES OF INCORPORATION

OF

THOMAS IMPORTS, INC.

a Nevada Corporation

KNOW ALL MEN BY THESE PRESENT:

The undersigned, for the purpose of forming a corporation pursuant to Section 78.035 of the General Corporation Law of the State of Nevada hereby certifies that:

FIRST: The name of the corporation is Thomas Imports, Inc.

SECOND: The location of the principal office of the corporation within the State of Nevada is 502 East John Street, Room E, Carson City 89701, and the resident agent in charge of said office is the United States Corporation Company.

THIRD: The corporation may engage in any lawful activity, without limitation.

FOURTH: The total authorized capital stock of the corporation shall be 1000 shares, common stock, no par value.

FIFTH: The members of the governing board of the corporation shall be styled “directors” and the number of its first Board of Directors shall be three (3). The names and post office addresses of the first Board of Directors are as follows:

INCORPORATOR	POST OFFICE ADDRESS
Michael T. Fuller	207 East Broadway Louisville, Kentucky 40202

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David J. Stumler	207 East Broadway Louisville, Kentucky 40202
Phillip J. Stuecker	207 East Broadway Louisville, Kentucky 40202

SIXTH: The capital stock and the holders thereof, after the amount of the subscription price has been paid in, shall not be subject to any assessment to pay the debts of the corporation of for any other purpose.

SEVENTH: The name and post office address of the incorporator signing these Articles of Incorporation is as follows:

DIRECTORS	POST OFFICE ADDRESS
John Linnihan	208 South LaSalle Street Chicago, Illinois 60604

EIGHTH: The corporation is to have perpetual existence.

NINTH: In furtherance and not in limitation of the power conferred by statute, the Board of Directors are expressly authorized:

To make, alter, amend and rescind the By-laws of the corporation, to fix the amount to be reserved as working capital, to fix the times for the declaration and payment of dividends, and to authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

With the consent in writing or pursuant to the affirmative vote of the holders of at least a majority of the stock issued and outstanding, at a stockholder’s meeting duly called for that purpose, to sell, assign, transfer or otherwise dispose of the property of the corporation as an entirety.

In order to promote the interests of the corporation and to encourage the utilization of the corporation’s lands and other property, to sell, assign, transfer, lease and in any lawful manner dispose of such portions of said property as the Board of Directors shall deem advisable, and to use and apply the funds received in payment therefor to the surplus account for the benefit of the corporation, or to the payment of dividends, or otherwise; provided that a majority of the whole board concur

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therein, and further provided that the capital stock shall not be decreased except in accordance with the laws of Nevada.

TENTH: The corporation reserves the right to amend, alter or repeal any provisions contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders or directors herein are granted subject to this reservation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 8^th day of May, 1987.

    /s/ John J. Linnihan                                                     

John J. Linnihan

Incorporator

STATE OF ILLINOIS	)
	) SS.:
COUNTY OF COOK	)

BE IT REMEMBERED, that on this 8^th day of May, 1987, personally appeared before me, a Notary Public in and for the State and County aforesaid, John J. Linnihan, described in and who executed the foregoing instrument, who acknowledged to me that he/she executed the same freely and voluntarily and for the uses and purposes therein mentioned.

    /s/ Paul J. S                                                       

Notary Public

EX-3.34

Exhibit 3.34

BYLAWS

OF

THOMAS IMPORTS, INC.

(a Nevada corporation)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation or by agents designated by the Board of Directors, certifying the number of shares owned by him in the corporation and setting forth any additional statements that may be required by the General Corporation Law of the State of Nevada (General Corporation Law). If any such certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, a facsimile of the signature of the officers, the transfer agent or the transfer clerk or the registrar of the corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any certificate or certificates shall cease to be such officer or officers of the corporation before such certificate or certificates shall have been delivered by the corporation, the certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be such officer or officers of the corporation.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, the certificates representing stock of any such class or series shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of any lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate.

2. FRACTIONAL SHARE INTERESTS. The corporation is not obliged to but may execute and deliver a certificate for or including a fraction of a share. In lieu of executing and delivering a certificate for a fraction of a share, the corporation may proceed in the manner prescribed by the provisions of Section 78.205 of the General Corporation Law.

3. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes, if any, due thereon.

4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If a record date is not fixed, the record date is at the close of business on the day before the day on which notice is given or, if notice is waived, at the close of business on the day before the meeting is held. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders applies to an adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. The directors must fix a new record date if the meeting is adjourned to a date more than sixty days later than the date set for the original meeting.

5. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the Articles of Incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the articles of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the Articles of Incorporation.

6. STOCKHOLDER MEETINGS.

- TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that each meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

- PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Nevada, as the directors may, from time to time, fix.

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- CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

- NOTICE OR WAIVER OF NOTICE. Notice of all meetings shall be in writing and signed by the President or a Vice-President, or the Secretary, or an Assistant Secretary, or by such other person or persons as the directors must designate. The notice must state the purpose or purposes for which the meeting is called and the time when, and the place, where it is to be held. A copy of the notice must be either delivered personally or mailed postage prepaid to each stockholder not less than ten nor more than sixty days before the meeting. If mailed, it must be directed to the stockholder at his address as it appears upon the records of the corporation. Any stockholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting; and if notice of any kind is required to be given under the provisions of the General Corporation Law, a waiver thereof in writing and duly signed whether before or after the time stated therein, shall be deemed equivalent thereto.

- CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

- PROXY REPRESENTATION. At any meeting of stockholders, any stockholder may designate another person or persons to act for him by proxy in any manner described in, or otherwise authorized by, the provisions of Section 78.355 of the General Corporation Law.

- INSPECTORS. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

- QUORUM. A majority of the voting power, which includes the voting power that is present in person or by proxy, regardless of whether the proxy has authority to vote on all matters, constitutes a quorum at a meeting of stockholders for the transaction of business unless the action to be taken at the meeting shall require a greater proportion. The stockholders present may adjourn the meeting despite the absence of a quorum.

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- VOTING. Each share of stock shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Any other action is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, except where the General Corporation Law, the Articles of Incorporation, or these Bylaws prescribe a different percentage of votes and/or a different exercise of voting power. In the election of directors, voting need not be by ballot; and, except as otherwise may be provided by the General Corporation Law, voting by ballot shall not be required for any other action.

Stockholders may participate in a meeting of stockholders by means of a conference telephone or similar method of communication by which all persons participating in the meeting can hear each other.

7. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may otherwise be provided by the General Corporation Law, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power; provided that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholders be called or noticed.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be managed by the Board of Directors of the corporation. The Board of Directors shall have authority to fix the compensation of the members thereof for services in any capacity. The use of the phrase “whole Board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2. QUALIFICATIONS AND NUMBER. Each director must be at least 18 years of age. A director need not be a stockholder or a resident of the State of Nevada. The number of directors constituting the whole board shall be at least one. Subject to the foregoing limitation, such number may be fixed from time to time by action of the stockholders or of the directors. The number of directors may be increased or decreased by action of the stockholders or of the directors.

3. ELECTION AND TERM. Directors may be elected in the manner prescribed by the provisions of Sections 78.320 through 78.335 of the General Corporation Law of Nevada. The first Board of Directors shall hold office until the first election of directors by stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an election of directors by stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next election of directors by stockholders and until their successors are elected and qualified or until their earlier resignation or removal. In the interim between elections of directors by stockholders, newly created directorships and any vacancies in the Board of Directors, including any vacancies resulting from the removal of directors for cause or without cause by the stockholders and not filled by said stockholders, may be

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filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

4. MEETINGS.

- TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

- PLACE. Meetings shall be held at such place within or without the State of Nevada as shall be fixed by the Board.

- CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice if any need not be given to a director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein.

- QUORUM AND ACTION. A majority of the directors then in office, at a meeting duly assembled, shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as the Articles of Incorporation or these Bylaws may otherwise provide, and except as otherwise provided by the General Corporation Law, the act of the directors holding a majority of the voting power of the directors, present at a meeting at which a quorum is present, is the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Members of the Board or of any committee which may be designated by the Board may participate in a meeting of the Board or of any such committee, as the case may be, by means of a telephone conference or similar method of communication by which all persons participating in the meeting hear each other. Participation in a meeting by said means constitutes presence in person at the meeting.

- CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause or without cause in accordance with the provisions of the General Corporation Law.

5

6. COMMITTEES. Whenever its number consists of two or more, the Board of Directors may designate one or more committees which have such powers and duties as the Board shall determine. Any such committee, to the extent provided in the resolution or resolutions of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal or stamp of the corporation to be affixed to all papers on which the corporation desires to place a seal or stamp. Each committee must include at least one director. The Board of Directors may appoint natural persons who are not directors to serve on committees.

7. WRITTEN ACTION. Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the Board or of the committee, as the case may be.

ARTICLE III

OFFICERS

1. The corporation must have a President, a Secretary, and a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers and agents with such titles as the resolution choosing them shall designate. Each of any such officers must be natural persons and must be chosen by the Board of Directors or chosen in the manner determined by the Board of Directors.

2. QUALIFICATIONS. Except as may otherwise be provided in the resolution choosing him, no officer other than the Chairman of the Board, if any, and the Vice-Chairman of the Board, if any, need be a director.

Any person may hold two or more offices, as the directors may determine.

3. TERM OF OFFICE. Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen or until his resignation or removal before the expiration of his term.

Any officer may be removed, with or without cause, by the Board of Directors or in the manner determined by the Board.

Any vacancy in any office may be filled by the Board of Directors or in the manner determined by the Board.

4. DUTIES AND AUTHORITY. All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolution designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions or instruments may be inconsistent therewith.

6

ARTICLE IV

REGISTERED OFFICE

The location of the registered office of the corporation in the State of Nevada is the address of the resident agent of the corporation, as set forth in the original Articles of Incorporation.

The corporation shall maintain at said registered office a copy, certified by the Secretary of State of the State of Nevada, of its Articles of Incorporation, and all amendments thereto, and a copy, certified by the Secretary of the corporation, of these Bylaws, and all amendments thereto. The corporation shall also keep at said registered office a stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them respectively or a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where such stock ledger or duplicate stock ledger is kept.

ARTICLE V

CORPORATE SEAL OR STAMP

The corporate seal or stamp shall be in such form as the Board of Directors may prescribe.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VII

CONTROL OVER BYLAWS

The power to amend, alter, and repeal these Bylaws and to make new Bylaws shall be vested in the Board of Directors subject to the Bylaws, if any, adopted by the stockholders.

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EX-3.35

Exhibit 3.35

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

THOMAS INDUSTRIES INC.

THOMAS INDUSTRIES INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“Corporation”), DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation, at a meeting of the Board of Directors, duly adopted resolutions setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation, declared said amendment to be advisable and directed that the following proposed amendment be submitted to the shareholders of the Corporation for consideration at the 1988 Annual Meeting of Shareholders.

RESOLVED, that the Restated Certificate of Incorporation of the Corporation shall be amended such that the first paragraph thereof is to read as follows:

“FOURTH: The total number of shares of stock of all classes which the Corporation has authority to issue is Sixty Three Million (63,000,000) shares, of which Sixty Million (60,000,000) shares shall be Common Stock, with a par value of One dollar ($1.00) per share, and Three Million (3,000,000) shares shall be Preferred Stock, with a par value of One Dollar ($1.00) per share.”

SECOND: That the above amendment was approved by the affirmative vote of a majority of the outstanding stock of the Corporation entitled to vote thereon at the 1988 Annual Meeting of the Shareholders of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, THOMAS INDUSTRIES, INC. has caused its seal to be hereunto affixed and this Certificate of Amendment to be signed by its President and its Secretary and Treasurer this 21st day of April, 1988.

THOMAS INDUSTRIES INC.

[Corporate Seal]

By:       /s/ Thomas R. Fuller                          

Thomas R. Fuller

President

ATTEST:

By:       /s/ Phillip J. Stuecker              

Phillip J. Stuecker

Secretary and Treasurer

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

THOMAS INDUSTRIES INC.

THOMAS INDUSTRIES INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“Corporation”), does hereby certify:

FIRST: That the Board of Directors of the Corporation, at a meeting of the Board of Directors, duly adopted resolutions setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation, declared said amendment to be advisable and directed that the following proposed amendment be submitted to the shareholders of the Corporation for consideration at the Annual Meeting of Shareholders:

RESOLVED, that the Restated Certificate of Incorporation of the Corporation shall be amended to add a new Article FIFTEENTH to be read in its entirety as follows:

“FIFTEENTH: A Director of this corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except that this Article FIFTEENTH shall not eliminate or limit a Director’s liability (i) for any breach of the Director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived an improper personal benefit.

If the Delaware General Corporation Law is amended after approval by the shareholders of this Article FIFTEENTH to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a Director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended from time to time.

Any repeal or modification of this Article FIFTEENTH shall not increase the personal liability of any Director of this corporation for any act or occurrence taking place prior to such repeal or modification, or otherwise adversely affect any right or protection of a Director of the corporation existing at the time of such repeal or modification.

The provisions of this Article FIFTEENTH shall not be deemed to limit or preclude indemnification of a Director by the corporation for any liability of a Director which has not been eliminated by the provisions of this Article FIFTEENTH.”

SECOND: That the above amendment was approved by the affirmative vote of a majority of the outstanding stock of the Corporation entitled to vote thereon at the 1987 Annual Meeting of the Shareholders of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, THOMAS INDUSTRIES, INC. has caused this Certificate of Amendment to be executed by its President and Secretary this 26 day of May, 1987.

              /s/ Thomas R. Fuller                          

Thomas R. Fuller

President

ATTEST:

              /s/ Phillip J. Stuecker              

Phillip J. Stuecker

Secretary

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

THOMAS INDUSTRIES INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of Thomas Industries Inc., by unanimous written consent dated March 1, 1985, duly adopted resolutions setting forth a proposed amendment to the Restated Certificate of Incorporation of said corporation, declaring said amendment advisable and directing that the proposed amendment be considered at the next annual meeting of the stockholders for their approval. The proposed amendment is as follows:

The restated Certificate of Incorporation of Thomas Industries Inc. shall be amended by changing Article FOURTH to read in its entirety as follows:

FOURTH: The total number of shares of stock of all classes which the Corporation has authority to issue is Twenty-Seven Million (27,000,000) shares of which Twenty-Four Million (24,000,000) shares shall be Common Stock, with a par value of One Dollar ($1.00) per share, and Three Million (3,000,000) shares shall be Preferred Stock, with a par value of One Dollar ($1.00) per share.

The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions of the shares of each class of stock are as follows:

(a)           The Preferred Stock may be issued form time to time by the Board of Directors as shares of one or more series. Subject to the provisions hereof and the limitations prescribed by law, the Board of Directors is expressly authorized, prior to issuance, by adopting resolutions providing for the issuance of, or providing for a change in the number of, shares of any particular series and, if and to the extent from time to time required by law, by filing a certificate pursuant to the General Corporation Law (or other law hereafter in effect relating to the same or substantially similar subject matter), to establish or change the number of shares to be included in each such series and to fix the designation and relative powers, preferences and rights and the qualifications and limitations or restrictions thereof relating to the shares of each such series. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

(i)            the distinctive serial designation of such series and the number of shares constituting such series (provided that the aggregate number of

shares constituting all series of Preferred Stock shall not exceed Three Million (3,000,000)):

(ii)           the annual dividend rate on shares of such series, whether dividends shall be cumulative and, if so, from which date or dates;

(iii)          whether the shares of such series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon and after which such shares shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(iv)          the obligation, if any, of the Corporation to retire shares of such series pursuant to a sinking fund;

(v)           whether shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes and, if so, the terms and conditions of such conversation or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;

(vi)          whether the shares of such series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(vii)        the rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation; and

(viii)       any other relative rights, powers, preferences, qualifications, limitations or restrictions thereof relative to such series.

The shares of Preferred Stock of any one series shall be identical with each other in all respects except as to the dates from and after which dividends thereon shall cumulate, if cumulative.

The number of authorized shares of Preferred Stock may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote without the separate vote of holders of Preferred Stock as a class.

(b)          Subject to all of the rights of the Preferred Stock, and except as may be expressly provided with respect to the Preferred Stock herein, by law or by the Board of Directors pursuant to this Article FOURTH:

(i)            dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends;

(ii)           the holders of Common Stock shall have the exclusive right to vote for the election of directors and on all other matters requiring stockholder action, each share being entitled to one vote; and

(iii)          upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests.

(c)           No holder of any stock of the Corporation shall be entitled as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of any class whatsoever of the Corporation, or of securities convertible into stock of any class whatsoever, whether now or hereafter authorized or whether issued for cash or other consideration or by way of dividend.

SECOND:         That thereafter on April 18, 1985, the annual meeting of the stockholders of the corporation was held, due notice thereof and of the said proposed amendment having been given as provided in the By-laws of the corporation and the laws of the State of Delaware and by resolution of the Board of Directors, to each stockholder of record to vote thereat and upon said amendment, and at said meeting of the stockholders, the amendment as aforesaid was presented for consideration and was approved by a vote of more than 50% of the outstanding shares of stock of the corporation as required by the laws of the State of Delaware.

THIRD: That by virtue of the above described proceedings, the said proposed amendment to the Restated Certificate of Incorporation of the corporation has been duly adopted in accordance with the provisions of section 242 of the Delaware General Corporation Law.

FOURTH: That the capital of said corporation will not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said THOMAS INDUSTRIES INC. has caused this certificate to be signed by its President and its Secretary this 18th day of April, 1985.

THOMAS INDUSTRIES INC.

By:       /s/ Thomas R. Fuller                          

President

ATTEST:

              /s/ Edward Schady                

Secretary

RESTATED

CERTIFICATE OF INCORPORATION

OF

THOMAS INDUSTRIES INC.

The original Certificate of Incorporation of THOMAS INDUSTRIES INC. was filed with the Secretary of State of Delaware on December 28, 1928, under the name The Electric Sprayit Company. The following Restated Certificate of Incorporation only restates and integrates and does not further amend the provisions of the corporation’s Certificate of Incorporation, and all amendments thereto, and there is no discrepancy between those provisions and the following provisions:

FIRST: The name of the corporation is Thomas Industries Inc.

SECOND: The registered office of the corporation in the State of Delaware shall be located at 306 South State Street, City of Dover, County of Kent. The name and address of its registered agent shall be United States Corporation Company, 306 South State Street, Dover, Delaware 19901.

THIRD: The nature of the business, or objects or purposes to be transacted, promoted or carried on are:

To carry on the business of mechanical and electrical engineers, toolmakers, machinists, founders, metal workers, smiths, builders, fitters, cutlers and merchants, and any other similar business or businesses which may seem calculated directly or indirectly, to enhance the value of or render profitable any of the company’s property or rights, or conducive to any of the company’s objects, and in particular to manufacture, buy, sell, job, deal in and deal with lighting fixtures, equipment and furnishings, including lamps, built-in fixtures and fluorescent lighting equipment, cooking utensils and kitchen ware, electrical spraying machines, blowers, blow torches, air compressors, mechanical and mercantile devices, equipment, specialties, machines, parts, appliances for household and commercial use, utilities, implements, castings, tools, fixtures, hardware, instruments and apparatus of every kind and nature and any other articles of commerce ordinarily made in a thoroughly equipped machine shop, factory, laboratory or foundry.

To manufacture, handle, install, deal in, contract for or otherwise acquire, advertise, promote, introduce, distribute, buy, sell or otherwise dispose of for itself, or for any other or others, any and all kinds of stoves, heaters, burners, furnaces, boilers, ovens, kilns; and to create, establish, build up, and maintain a purchasing or selling organization for the promotion, sale, advertisement, distribution or introduction of any of the aforesaid.

To build, erect, construct, purchase, hire or otherwise acquire, buy, sell, own, dispose of, provide, establish, maintain, hold, lease and operate stores, factories, warehouses, mills, agencies, buildings, structures, offices, houses, works, machinery, plants, terminals, and other buildings and structures, and all other property and things of whatsoever kind and nature, real, personal and mixed, tangible and

intangible, including good will, within and without the State of Delaware, and in any part of the world, suitable, necessary, useful or advisable in connection with any of the objects hereinabove or hereinafter set forth.

To manufacture, purchase or otherwise acquire, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, to invest, trade, deal in and deal with, goods, wares and merchandise and real and personal property of every class and description.

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage, or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copy-rights, trade marks and trade names, relating to or useful in connection with any business of this corporation.

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of shares of the capital stock of, or any bonds, securities or evidence of indebtedness created by any other corporation or corporations organized under the laws of this state or any other state, country, nation or government, and while the owner thereof to exercise all the rights, powers and privileges of ownership.

To issue bonds, debentures, or obligations of this corporation from time to time, for any of the objects or purposes of the corporation, and to secure the same by mortgage, pledge, deed of trust, or otherwise.

To purchase, hold, sell and transfer the shares of its own capital stock; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital; and provided further that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly.

To have one or more offices to carry on all or any of its operations and business and without restriction or limit as to amount to purchase or otherwise acquire, hold, own, mortgage, sell, convey, or otherwise dispose of real and personal property of every class and description in any of the States, Districts, Territories or Colonies of the United States, and in any and all foreign countries, subject to the laws of such State, District, Territory, Colony or Country.

In general, to carry on any other business in connection with the foregoing, whether manufacturing or otherwise, and to have and exercise all the powers conferred by the laws of Delaware upon corporations formed under the law hereinafter referred to, and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do.

The foregoing clauses shall be construed both as objects and powers; and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of this corporation.

FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 12,200,000 consisting of 12,000,000 shares of Common Stock of the par value of $1 each (hereinafter collectively referred to as the “Common Stock”), and 200,000 shares of Preferred Stock, of the par value of $100 each (hereinafter referred to as the “Preferred Stock”), issuable in series in accordance with paragraph 1 below.

The following is a description of each of the classes of stock of the corporation and a statement of the powers, preferences and rights of such stock, and the qualifications, limitations and restrictions thereof:

1.            (a)          The Preferred Stock shall be issued, from time to time, in one or more series, and the series shall be known and designated by such appropriate designations as may be stated and expressed in such resolution or resolutions providing for the issue of the stock of such series as may be adopted by the Board of Directors from time to time, a copy of which resolution or resolutions shall have been set forth in a certificate made, executed, acknowledged, filed and recorded in the manner required by the laws of the State of Delaware in order to make the same effective. Each series shall consist of such number of shares as shall be stated and expressed in such resolution or resolutions, providing for the issue of the stock of such series, as may be adopted by the Board of Directors from time to time, together with such additional number of shares as the Board of Directors by resolution or resolutions may from time to time determine to issue as a part of such series; provided, however, that the maximum number of shares of any series may be fixed in the initial resolution providing for the issue of such series, and the total number of shares of Preferred Stock of all series shall not exceed in the aggregate 200,000 shares. All shares of any one series of such Preferred Stock shall be alike in every particular except that shares issued at different times may accumulate dividends from different dates. The Board of Directors shall have power and authority to state and determine, in the resolution or resolutions providing for the issue of each series of Preferred Stock the number of shares of such series authorized to be issued, the voting powers (if any) and the designations, preferences and relative, participating, optional or other rights appertaining to such series, and the qualifications, limitations or restrictions thereof (including, but not by way of limitation, full power and authority to determine as to the Preferred Stock of such series, the rate or rates of dividends payable thereon, the times of payment of such dividends, the prices and manner upon which the same may be redeemed, the amount or amounts payable thereon in the event of liquidation, dissolution or winding up of the corporation, and the rights (if any) to convert the same into, and/or to purchase, stock of any other class or series). The Board of Directors may from time to time decrease the number of shares of any series of Preferred Stock (but not below the number thereof then outstanding) by providing that any unissued shares previously assigned to such series shall no longer constitute part thereof and may assign such unissued shares to an existing or newly created series. Resolution or resolutions adopted pursuant to this paragraph 1 shall have no provisions which are inconsistent with the corporation’s Certificate of Incorporation, as amended, applicable to all Series of Preferred Stock.

(b)          The foregoing provisions of this paragraph 1 with respect to the creation or issuance of additional series of Preferred Stock shall be subject to any additional conditions with respect thereto which may be contained in any resolutions then in effect which shall have theretofore been adopted in accordance with the foregoing provisions of this paragraph 1 with respect to any then outstanding series of Preferred Stock.

2.            All shares of Preferred Stock shall have the same powers, preferences and rights, and shall be subject to the same qualifications, limitations or restrictions, without distinction as between series, except as provided herein or in resolutions of the Board of Directors pursuant to paragraph 1 above.

3.            The holders of Preferred Stock shall be entitled to receive, and the corporation shall be obligated to pay, when and as declared by the Board of Directors of the corporation, out of any legally available surplus or net earnings or other legally available funds of the corporation, preferential cumulative dividends (which shall accumulate whether or not earned or declared) at the rates and at payment dates as may be designated by resolution of the Board of Directors for the shares of each series of such Preferred Stock established by the Board of Directors of the corporation in accordance with paragraph 1 above. The holders of Preferred Stock shall not be entitled to receive any dividends over and above such preferential dividends. Such preferential dividends shall be paid or declared and set apart for payment in full for all previous dividend periods as to the Preferred Stock of each series, before or concurrently with the declaration or payment of or setting apart of any funds or assets for payment of any dividends on, or the making of or the setting apart of any funds or assets for any distribution with respect to, the Common Stock. If any dividends are paid on any of the Preferred Stock at any time in an aggregate amount less than the total dividends then accumulated and payable on all of the Preferred stock then outstanding, the amount to be distributed shall be paid on each series of Preferred Stock in the proportions that the dividends then accumulated and payable on each series bears to the total dividends then accumulated and payable on all outstanding series of Preferred Stock.

4.            At any time after all preferential dividends on the Preferred Stock for all previous dividend payment periods shall have been paid or declared and set apart for payment, the Board of Directors may (subject to any conditions with respect thereto that may be contained in any then effective resolutions adopted in accordance with the provisions of paragraph 1 hereof) declare dividends on the Common Stock out of any legally available surplus or net earnings.

5.            Any Preferred Stock purchased or redeemed for the account of any retirement fund established by the Board of Directors in respect of any series of Preferred Stock issued in accordance with paragraph 1 above may not be reissued but shall be cancelled and retired.

6.            In the event of any liquidation, dissolution or winding up of the corporation or any distribution of its assts, whether voluntary or involuntary, the holders of the outstanding Preferred Stock of each series shall be entitled to receive out of the assets of the corporation, before any payment or distribution is made out of said assets to the holders of the Common Stock, such amount as is determined by resolution of the Board of Directors establishing said series in accordance with paragraph 1 above, together with an additional amount equal to all accrued and unpaid dividends thereon (whether or not earned or declared) to the date payment is made available to the holders of Preferred Stock, without preference or priority of any series over any other series. If less than such full amounts are paid or set apart for payment to holders of Preferred Stock, any amount so paid or payable shall be paid on each series of Preferred Stock in proportion to the respective amounts payable to each of the series in full payment. After payment or the setting apart for payment to the holders of each series of Preferred Stock of the preferential amounts so payable to them, all the remaining assets of the corporation shall belong to and be distributable pro rata to the holders of Common Stock.

7.            (a)          The holders of the Common Stock shall be entitled to one vote for each share thereof at any meeting of the shareholders of the corporation.

(b)          The rights of the Common Stock in the event of liquidation are set forth at the conclusion of paragraph 6.

8.            No holder or owner of any share of stock of the corporation shall have any pre-emptive right to acquire additional shares of stock of any class of the corporation, or obligations convertible into shares of any class of stock of the corporation.

FIFTH: The amount of capital with which this corporation will commence business is ten (10) shares.

SIXTH: The names and places of residence of the original subscribers to the capital stock and the number of shares subscribed for by each are as follows:

NAME	RESIDENCE	NO. OF SHARES
A. L. Miller A. V. Lane C. S. Peabbles	Wilmington, Delaware Wilmington, Delaware Wilmington, Delaware	4 3 3

SEVENTH:       (a)          Except as set forth in paragraph (d) of this Article, and in addition to such vote as may be required by the terms of any series of Preferred Stock then outstanding, the affirmative vote of the holders of 75% of the voting power of all of the stock of this corporation entitled to vote in elections of directors shall be required:

(i)            for a merger or consolidation of this corporation or any subsidiary thereof with or into any other corporation, or

(ii)           for any sale or lease of all or any substantial part of the asset of this corporation or any subsidiary thereof to any other corporation, person or other entity, or

(iii)          for any sale or lease to this corporation or any subsidiary thereof of any assets (except assets having an aggregate fair market value of less than $5,000,000) in exchange for voting securities (or securities convertible into voting securities or options, warrants or rights to purchase voting securities convertible into voting securities) of this corporation or any subsidiary by any other corporation, person or other entity,

if as of the record date for the determination of stockholders entitled to notice thereof and to vote thereon such other corporation, person or other entity which is party to such a transaction is the beneficial owner, directly or indirectly, of 5% or more in number of shares of the outstanding shares of any class of stock of this corporation entitled to vote in elections of directors.

(b)            for purposes of this Article, any corporation, person or other entity shall be deemed to be the beneficial owner of any shares of stock of this corporation,

(i) which it owns directly, whether or not of record; or

(ii)           which it has the right to acquire pursuant to any agreement or understanding or upon exercise of conversion rights, warrants or options or otherwise, whether or not presently exercisable; or

(iii)          which are beneficially owned, directly or indirectly (including shares deemed to be owned through application of clause (ii) above) by an “affiliate” or “associate” as those terms are defined herein; or

(iv)          which are beneficially owned, directly or indirectly by any other corporation, person or entity (including any shares which such other corporation, person or entity has the right to acquire pursuant to any agreement or understanding or upon exercise of conversion rights, warrants or options or otherwise, whether or not presently exercisable) with which it or its “affiliates” or “associates” has any agreement or arrangement or understanding for the purpose of acquiring, holding, voting or disposing of stock of this corporation.

For the purposes of this Article SEVENTH, the outstanding shares of stock of this corporation shall include shares deemed owned through the application of clauses (b)(ii), (iii) and (iv) above, but shall not include any other shares which may be issuable pursuant to any agreement or upon exercise of conversion rights, warrants, options or otherwise.

For the purposes of this Article SEVENTH, the term “affiliate” shall mean any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such corporation, person or other entity. The “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation, person or other entity, whether through the ownership of voting securities, by contract, or otherwise.

For the purposes of this Article SEVENTH, the term “associate” shall mean (1) any corporation or organization (other than this corporation or a majority-owned subsidiary of this corporation) of which such corporation, person or other entity is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities; (2) any trust or other estate in which such corporation, person or other entity has a substantial beneficial interest or as to which such corporation, person or other entity serves as a trustee or in a similar fiduciary capacity; and (3) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of this corporation or any of its subsidiaries.

(c)           The Board of Directors shall have the power and duty to determine for the purpose of this Article SEVENTH on the basis of information known to the Board of Directors of this corporation, whether

(i)            such other corporation, person or other entity beneficially owns more than 5% in number of shares of the outstanding shares of any class of stock of this corporation entitled to vote in elections of directors;

(ii)           a corporation, person or other entity is an “affiliate” or “associate” (as defined in paragraph (b) above) of another; and

(iii)          the assets being acquired by this corporation, or any subsidiary thereof, have an aggregate fair market value of less than $5,000,000.

Any such determination shall be conclusive and binding for all purposes of this Article SEVENTH.

(d)           The provisions of this Article SEVENTH shall not apply to any merger or other transaction referred to in this Article SEVENTH with any corporation, person or other entity if (1) the Board of Directors of this corporation has approved a memorandum of understanding with such other corporation, person or ether entity with respect to such transaction prior to the time that such other corporation, person or other entity shall have become a beneficial owner of more than 5% in number of shares of the outstanding shares of stock of any class of this corporation entitled to vote in elections of directors; or (2) if such transaction is otherwise approved by the Board of Directors of this corporation, provided that a majority of the members of the Board of Directors voting for the approval of such transaction were duly elected and acting members of the Board of Directors prior to the time that such other corporation, person or other entity shall have become a beneficial owner of more than 5% in number of shares of the outstanding shares of stock of any class of this corporation entitled to vote in elections of directors. In addition, the provisions of this Article SEVENTH shall not apply to any merger or other transaction referred to in this Article SEVENTH with a subsidiary (which term shall mean a corporation of which a majority of the outstanding shares of stock entitled to vote in elections of directors is owned by this corporation directly, and/or indirectly through one or more other subsidiaries).

EIGHTH: The Board of Directors of the corporation, when evaluating any offer of another party to (a) make a tender or exchange offer for any equity security of the corporation; (b) merge or consolidate the corporation with another corporation; or (c) purchase or otherwise acquire all or substantially all of the properties and assets of the corporation, shall, in connection with the exercise of its judgment in determining what is in the best interests of the corporation and its stockholders, give due consideration to such factors as the Board of Directors determines to be relevant, including, without limitation, the social, legal and economic effects of the proposed transaction upon employees, customers, suppliers, and other affected persons, firms and corporations and on the communities in which the corporation and its subsidiaries operate or are located.

NINTH: In furtherance, and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

To fix the amount to be reserved as working capital over and above its capital stock paid, in, to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.

From time to time to determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of this corporation (other than the stock ledger), or any of them, shall be open to inspection of stockholders; and no stockholder shall have any right of inspecting any account, book or document of this corporation except as conferred by statute, unless authorized by a resolution of the stockholders or directors.

By resolution or resolutions, passed by a majority of the whole board to designate one or more committees, each committee to consist of two or more of the directors of the corporation, which, to the extent provided in said resolution or resolutions, or in the by-laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the by-laws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

This corporation may in its by-laws confer powers upon its directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon them by the statute.

Both stockholders and directors shall have power, if the by-laws so provide, to hold their meetings, and to have one or more offices within or without the State of Delaware, and to keep the books of this corporation (subject to the provisions of the statutes), outside of the State of Delaware at such places as may be from time to time designated by the Board of Directors.

TENTH: By-laws of the corporation may be adopted, amended or repealed by the affirmative vote of a majority of the total number of directors (fixed by such by-laws as in effect immediately prior to such vote) or by the affirmative vote of the holders of 75% of the voting power of the corporation’s stock outstanding and entitled to vote thereon. Such by-laws may contain any provision for the regulation and management of the affairs of the Corporation and the rights or powers of its stockholders, directors, officers, or employees not inconsistent with the laws of the State of Delaware.

ELEVENTH: At the 1980 annual meeting of the stockholders of the corporation, the directors shall be divided into three classes, as nearly equal in number as may be, the term of office of those of the first class to expire at the first annual meeting of stockholders after their election, the term of office of those of the second class to expire at the second annual meeting of stockholders after their election, and the term of office of those of the third class to expire at the third annual meeting of stockholders after their election. At each annual election held after such initial classification and election, directors elected to succeed those whose terms expire shall be elected for a term of office to expire at the third annual meeting of stockholders after their election.

Newly created directorships resulting from any increase in the authorized number of directors and vacancies in the Board of Directors from death, resignation, retirement, disqualification, removal from office or other cause, shall be filled by a majority vote of the directors then in office, and directors so chosen shall hold office for a term expiring at the annual meeting at which the term of the class to which they shall have been elected expires. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Subject to the rights of the holders of any series of Preferred Stock then outstanding, (a) any director, or the entire Board of Directors, may be removed at any time, but only for cause; and (b) the affirmative vote of the holders of 75% of the voting power of all of the stock of the corporation entitled to vote in the election of directors shall be required to remove a director from office. The stockholders of the corporation are expressly prohibited from cumulating their votes in any election of directors of the corporation.

TWELFTH: Special meetings of the stockholders of the corporation for any purpose or purposes may be called at any time by the Board of Directors or by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as provided in a resolution of the Board of Directors or in the by-laws of the corporation, include the power to call such meetings, but such special meetings may not be called by any other person or persons; provided, however, that if and to the extent that any special meeting of stockholders may be called by any other person or persons by the terms of any series of Preferred Stock then outstanding, then such special meeting may also be called by the person or persons, in the manner, at the times and for the purposes so specified.

THIRTEENTH: No action required or permitted to be taken at any annual or special meeting of the stockholders of the corporation may be taken without a meeting and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

FOURTEENTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding any other provision of the Certification of Incorporation or the by-laws of this corporation (and in addition to any other vote that may be required by law, by the terms of any series of Preferred Stock then outstanding, this Certificate of Incorporation, or by the by-laws of this corporation), the affirmative vote of the holders of 75% of the voting power of all stock of this corporation entitled to vote in elections of directors shall be required to amend, alter, change or repeal Article SEVENTH, EIGHTH, NINTH, TENTH, ELEVENTH, TWELFTH, THIRTEENTH AND FOURTEENTH of this Certificate of Incorporation.

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CERTIFICATE OF ADOPTION OF THE

RESTATED CERTIFICATE OF INCORPORATION OF

THOMAS INDUSTRIES INC.

THOMAS INDUSTRIES INC., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows:

The Board of Directors of Thomas Industries Inc., at a meeting of its members held on September 27, 1984, duly adopted resolutions setting forth the foregoing Restated Certificate of Incorporation of the corporation, which only restates and integrates and does not further amend the provisions of the corporation’s Certificate of Incorporation, as amended thereafter, all in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Thomas Industries Inc. has caused this certificate to be signed by its President and attested by its Secretary, this 27^th day of September, 1984.

THOMAS INDUSTRIES INC.

ATTEST:

              /s/ Edward Schady                            By:       /s/ Thomas R. Fuller              

Secretary President

EX-3..36

Exhibit 3.36

BYLAWS

OF

PT ACQUISITION CORPORATION

(a Delaware corporation)

ARTICLE 1

OFFICES

1.1 REGISTERED OFFICE

The corporation shall maintain a registered office and registered agent in the state of Delaware. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

1.2 OTHER OFFICES

The corporation may also have offices at such other places both within or outside the state of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE 2

MEETINGS OF STOCKHOLDERS

2.1 ANNUAL MEETING; ELECTION OF DIRECTORS

(a)An annual meeting of the stockholders shall be held for the election of directors on a date and at a time and place designated by the board of directors. Any other proper business may also be transacted at the annual meeting.

(b)The stockholders may elect the board of directors by written consent in lieu of the annual meeting. If the consent is less than unanimous, it will constitute a consent in lieu of the annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of the consent were (i) vacant at the effective time and (ii) filled by action of the consent.

(c)If the annual meeting is not held on the date designated for it or if the board of directors has not been elected by written consent in lieu of an annual meeting, the standing directors shall cause the meeting to be held as soon as is convenient.

2.2 SPECIAL MEETINGS

Except as otherwise required by law, special meetings of the stockholders for any purpose may be called and the location of the meeting designated by the board of directors, the chairman of the board, or the president. Holders of shares entitled to cast not less than one-third of the votes entitled to be cast at the meeting may also call a special meeting by written request. The written request must state the purposes of the meeting and must be delivered to the chairman of the board or the president. The chairman of the board or the president, as the case may be, shall fix a date, time and place for the meeting as promptly as practicable following receipt of the written request.

2.3 REMOTE COMMUNICATION

The board of directors may, in its sole discretion, determine that a stockholders meeting shall not be held at any place, but may instead be held solely by means of remote communication. Further, the board of directors may, in its sole discretion, authorize stockholders and proxyholders not physically present at a meeting of stockholders to, by means of remote communication and subject to such guidelines and procedures as the board of directors may adopt,: (a) participate in a meeting of stockholders and (b) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication. If the board of directors authorizes a meeting solely by remote communication or authorizes presence, participation and voting at a meeting by means of remote communication, the corporation must (i) implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) maintain a record of any vote or other action taken at the meeting by means of remote communication by any stockholder or proxyholder.

2.4 NOTICE OF MEETINGS

Except as provided in Section 230 of the General Corporation Law of the State of Delaware (the “Delaware GCL”), written or printed notice of each annual or special meeting of the stockholders shall be given to each stockholder entitled to vote at the meeting. The notice (i) shall state the place, if any, date, time, means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, (ii) shall be given not less than 10 days nor more than 60 days before the date of the meeting, and (iii) shall be given in a manner provided by and subject to Article 9 of these bylaws.

2.5 STOCKHOLDERS LIST

At least ten days before every meeting of stockholders, the officer having charge of the stock ledger shall prepare a complete list of the stockholders entitled to vote at the meeting. The list must be arranged in alphabetical order and show the address of each such stockholder and the

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number of shares registered in the name of the stockholder. Electronic mail addresses or other electronic contact information need not be included on the list. The list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to the list is provided with the notice of the meeting or (b) during ordinary business hours, at the principal place of business of the corporation. In the event the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the place of the meeting during the whole time of the meeting, and may be inspected by any stockholder present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

2.6 QUORUM

The holders of a majority of the outstanding shares of capital stock entitled to vote, present in person or represented by proxy, shall be requisite for, and shall constitute, a quorum at all meetings of the stockholders of the corporation for the transaction of business, except as otherwise required by law, the certificate of incorporation or these bylaws. If, however, a separate vote by class or series is required with respect to any matter, the holders of a majority of the shares of such class or series, as the case may be, shall constitute a quorum (as to such class or series) with respect to the matter. If a quorum is not present or represented at any meeting of the stockholders, the stockholders entitled to vote at the meeting present in person or represented by proxy shall have power to adjourn the meeting from time to time until a quorum is present or represented.

2.7 ADJOURNED MEETINGS

When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if its time and place, if any, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at the adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.8 VOTE REQUIRED

Except as otherwise required by law, the certificate of incorporation, or these bylaws, when a quorum is present at a meeting: (a) the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on the subject matter shall be the act of the stockholders; and (b) where a separate vote by class or series is required, the affirmative vote of the majority of shares of such class or series present in person or represented by proxy shall be the act of such class or series.

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2.9 PROXIES

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. No proxy may be voted or acted upon after three years from its date, unless the proxy provides for a longer period. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary. No shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Without limiting the manner in which a stockholder may authorize a proxy, the following shall constitute valid means of doing so:

(a)A stockholder may execute a writing authorizing another person to act for the stockholder as proxy. Either the stockholder or the stockholder’s authorized officer, director, employee or agent may sign the writing. Alternatively, such person may cause his or her signature to be affixed to the writing by any reasonable means, including facsimile signature.

(b)A stockholder may authorize another person to act for the stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission. Any such transmission must either set forth or be submitted with information from which it can be determined that the stockholder authorized the transmission. If it is determined that the transmission is valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of such writing or transmission may be substituted or used in lieu of the original writing or transmission for all purposes for which the original writing or transmission could be used, provided that the reproduction is a complete reproduction of the entire original writing or transmission.

2.10 VOTING OF CERTAIN SHARES

With respect to shares entitled to vote:

(a)Shares standing in the name of another corporation or other entity, domestic or foreign, may be voted by such officer, agent, or proxy as the (i) bylaws or other governing document of such corporation or entity may prescribe or, (ii) in the absence of such provision, as the board of directors or other governing body of such corporation or entity may determine.

(b) Shares held in a fiduciary capacity may be voted by the fiduciary.

(c)Shares standing in the name of a trustee, receiver or pledgee may be voted by such trustee, receiver or pledgee either in person or by proxy as provided by statute.

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If the shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing such persons or creating the relationship, their acts with respect to voting shall have the following effect:

if only one votes, the voter’s act binds all;

(d) if more than one vote, the act of the majority so voting binds all;

(e)if more than one vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately unless otherwise ordered by a court having jurisdiction.

If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even split shall be a majority or even split in interest.

2.11 ACTION BY WRITTEN CONSENT OR ELECTRONIC TRANSMISSION

(a)Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at an annual or special meeting of stockholders may be taken by written consent without a meeting, without prior notice and without a vote, as follows:

(i)The holders of outstanding capital stock of the corporation having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present and voted must sign and date the written consent setting forth the action so taken. Consents may be executed in counterparts.

(ii)The consent(s) must be delivered to the corporation’s registered office in Delaware, to its principal place of business, or to an officer or agent of the corporation having custody of the book(s) in which proceedings of meetings of the stockholders are recorded. Delivery made to the registered office must be by hand or by certified or registered mail, return receipt requested, and will be deemed delivered upon actual receipt by the registered office.

(b)All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded.

(c)A stockholder or proxyholder may consent to action by means of a telegram, cablegram or other electronic transmission. The stockholder, the proxyholder or a person or persons authorized to act for the stockholder or proxyholder must transmit the consent. The consent shall be deemed to be written, signed and dated if the transmission sets forth or is delivered with information from which the corporation can determine (i) that the transmission

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was transmitted by the stockholder, proxyholder or authorized person(s), and (ii) the date on which it was transmitted. The date on which the transmission is transmitted shall be deemed to be the date on which the consent was signed. No consent given by electronic transmission shall be deemed to have been delivered until it is reproduced in a paper form and delivered in accordance with Section 2.11(a), provided, however, that it may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by the board of directors.

(d)Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for all purposes for which the original writing could be used, provided that the reproduction is of the entire original writing.

(e)Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation as provided above.

2.12 TREASURY STOCK

Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by such corporation, shall not be entitled to vote nor counted for quorum purposes. Notwithstanding the foregoing, the corporation may vote shares of its own stock that it holds in a fiduciary capacity.

ARTICLE 3

DIRECTORS

3.1 NUMBER, ELECTION AND TERM OF OFFICE

The board of directors shall consist of not less than one nor more than ten members, which number shall be fixed from time to time by action of the board of directors or the stockholders. The initial board of directors shall consist of two members. Except as provided in Sections 3.3 and 3.4, the directors shall be elected at the annual meeting of stockholders. Elections of directors need not be by written ballot unless the board of directors votes to require a written ballet. If the election is to be by written ballot, then, if the board of directors authorizes it, a ballot submitted by electronic transmission may satisfy the requirement of a written ballot. Any such electronic transmission must either set forth or be submitted with information from which the corporation can determine that it was authorized by the stockholder or proxyholder. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. Each director shall hold office until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal as hereinafter provided.

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3.2 MANAGEMENT OF AFFAIRS OF CORPORATION

The property and business of the corporation shall be managed by or under the direction of its board of directors. The board of directors may exercise all such powers of the corporation and do all such lawful acts and things as are not reserved exclusively to the stockholders by law, the certificate of incorporation or these bylaws.

3.3 RESIGNATIONS AND VACANCIES

Any director may resign at any time by giving notice to the board of directors, the chairman of the board or the president in writing or by electronic transmission. Any such resignation shall take effect on the date of the receipt of the notice or at any later time specified in the notice. Acceptance of the resignation shall not be necessary to make it effective. If, at any time other than the annual meeting of the stockholders, any vacancy occurs in the board of directors or any new directorship is created by an increase in the authorized number of directors, a majority of the directors then in office (even if less than a quorum) may choose a successor or fill the newly created directorship. Unless removed sooner, the director so chosen shall hold office until the next annual election of directors by the stockholders and until such director’s successor is duly elected and qualified. Whenever the certificate of incorporation entitles holders of any class or series of stock to elect one or more directors, vacancies and newly created directorships of such class or series may be filled by a majority of the directors elected by such class or series then in office, or by a sole remaining director so elected.

3.4 REMOVAL AND VACANCIES

Any director or the entire board of directors may be removed by the holders of a majority of the shares then entitled to vote at an election of directors except as follows: (a) if the stockholders are entitled to exercise cumulative voting rights, then no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, and (b) if there are classes of directors, then the stockholders may effect such removal only for cause. The successor to any director so removed may be elected at the meeting at which the removal was effectuated. The remaining directors may fill any remaining vacancies created by the removal. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

3.5 ANNUAL AND REGULAR MEETINGS

The annual meeting of the board of directors shall be held, without other notice than this bylaw, immediately after, and at the same place as, the annual meeting of the stockholders. Regular meetings of the board of directors, other than the annual meeting, may be held at such time and at such place as the board may from time to time fix by resolution and no notice (other than the resolution) need be given as to any regular meeting.

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3.6 SPECIAL MEETINGS

Special meetings of the board of directors may be called by the chairman of the board or the president and shall be called by the secretary at the request of any director, to be held at such time and place, either within or outside Delaware, as shall be designated by the call and specified in the notice of such meeting.

3.7 NOTICE OF MEETINGS

Notice of special meetings of the board of directors shall be provided to each director pursuant to Article 9 of these bylaws. If such notice is mailed, it shall be deposited in the United States mail, postage prepaid, at least three days before such meeting. If such notice is given by overnight courier, it shall be given to the overnight courier service for delivery at least two days before such meeting. If such notice is given personally or by electronic transmission, it shall be delivered or transmitted at least 24 hours before the time of the meeting. Except as otherwise provided by law or these bylaws, meetings may be held at any time without notice if all of the directors are present or if, at any time before or after the meeting, those not present waive notice of the meeting in writing.

3.8 QUORUM REQUIRED, VOTE AND ADJOURNMENT

Except as otherwise provided by law or these bylaws: (a) at each meeting of the board of directors, the presence of not less than a majority of the whole board shall be necessary and sufficient to constitute a quorum for the transaction of business; and (b) the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors. If a quorum is not present at any meeting of directors, the directors present may adjourn the meeting, without notice other than announcement at the meeting, until a quorum is present.

3.9 COMMUNICATIONS EQUIPMENT

Unless otherwise restricted by the certificate of incorporation, any member of the board of directors or of any committee designated by the board may participate in a meeting of the directors or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

3.10 PRESUMPTION OF ASSENT

Unless applicable law provides otherwise, a director of the corporation who is present at a meeting of the board of directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless: (a) the director’s dissent is entered in the minutes of the meeting; or (b) the director files a written dissent to the action with the person acting as secretary of the meeting before the adjournment thereof or forwards the dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of any action.

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3.11 ACTION BY WRITTEN CONSENT

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting, if all members of the board or of such committee, as the case may be, consent to the action in writing or by electronic transmission, and the writing or electronic transmission is filed with the minutes of proceedings of the board or committee. The filing shall be in paper form if the minutes are maintained in paper form and in electronic form if the minutes are maintained in electronic form.

3.12 EXECUTIVE COMMITTEE

The board of directors may designate one or more directors of the corporation to constitute an executive committee, which, to the extent provided in the resolution and except as otherwise provided by law, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation.

3.13 OTHER COMMITTEES

The board of directors may designate other committees consisting of one or more directors. Each member of a committee shall serve for such term and the committee shall have and may exercise such duties, functions and powers as these bylaws and the board of directors may provide, except as otherwise restricted by law.

3.14 ALTERNATES

The board of directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the members present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of the absent or disqualified member.

3.15 QUORUM AND MANNER OF ACTING - COMMITTEES

The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at the meeting.

3.16 COMMITTEE CHAIRMAN, BOOKS AND RECORDS, ETC.

The chairman of each committee shall be selected by the board of directors from among the members of the committee. Each committee shall fix its own rules of procedure not inconsistent with these bylaws or the resolution of the board of directors designating the committee. Each committee shall meet at such times and places and upon such call or notice as shall be provided by such rules. Each committee shall keep a record of its actions and proceedings and shall report on them to the board of directors at the board’s next meeting.

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3.17 FEES AND COMPENSATION OF DIRECTORS

Directors shall not receive any stated salary for their services as such, but by resolution of the board of directors a fixed fee, with or without expenses of attendance, may be allowed for attendance at each regular or special meeting of the board. Members of the board shall be allowed their reasonable traveling expenses when actually engaged in the business of the corporation. Members of any committee may be allowed like fees and expenses for attending committee meetings. Nothing in these bylaws shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

3.18 RELIANCE UPON RECORDS

Every director of the corporation, or member of any committee designated by the board of directors, shall, in the performance of such director’s duties, be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of the corporation’s officers or employees, or committees of the board of directors, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation.

3.19 DIVIDENDS AND RESERVES

Except as otherwise provided by law or the certificate of incorporation, the board of directors may declare dividends upon stock of the corporation at any regular or special meeting. Dividends may be paid in cash, in property, in shares of stock or otherwise in the form, and to the extent, permitted by law. The board of directors may set apart, out of any funds of the corporation available for dividends, a reserve or reserves for working capital or for any other lawful purpose, and also may abolish any such reserve in the manner in which it was created.

ARTICLE 4

OFFICERS

4.1 OFFICES AND OFFICIAL POSITIONS

The officers of the corporation shall consist of a president and a secretary, and may consist of a chairman of the board, a treasurer, one or more vice presidents, and such assistant secretaries, assistant treasurers, and other officers as the board of directors shall determine. The same person may hold any two or more offices. The board of directors may choose not to fill any office for any period as it may deem advisable. None of the officers need be a director, a stockholder of the corporation or a resident of Delaware. The board of directors may from time to time establish, and abolish, official positions within the divisions into which the business and operations of the corporation are divided, pursuant to Article 5 of these bylaws, and assign titles and duties to such positions. Those appointed to official positions within divisions may, but need not, be officers of the corporation. The board of directors shall appoint persons to official positions within a division and may with or without cause remove from such a position any person appointed to it. In any event, the authority incident to an official position within a

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division shall be limited to acts and transactions within the scope of the business and operations of such division.

4.2 ELECTION AND TERM OF OFFICE

The board of directors shall elect the officers of the corporation at its annual meeting. If the election of officers is not held at such meeting, the election shall be held at a regular or special meeting of the board of directors as soon thereafter as may be convenient. Each officer shall hold office until such officer’s successor is elected and qualified or until such officer’s death, resignation or removal.

4.3 REMOVAL

The board of directors may remove an officer at any time, either with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the officer.

4.4 VACANCIES

The board of directors may fill a vacancy in any office for the unexpired portion of the term.

4.5 CHAIRMAN OF THE BOARD

The chairman of the board, if a chairman of the board has been elected and is serving, shall preside at all meetings of the stockholders and the board of directors. The chairman of the board shall perform such other duties and have such other powers as the board of directors may from time to time assign to him or her. The chairman may sign with the secretary or an assistant secretary, or the treasurer or an assistant treasurer, certificates for shares of stock of the corporation the board of directors has authorized for issuance.

4.6 PRESIDENT

The president shall be the chief executive officer of the corporation and, in the absence of the chairman of the board, shall preside at all meetings of the stockholders, the board of directors or any committee of the board of which the president is a member. The president shall have the overall supervision of the business of the corporation and shall direct the affairs and policies of the corporation, subject to such policies and directions as the board of directorsmay provide. The president shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation is not inconsistent with applicable law, these bylaws or action of the board of directors. The president shall also have power to execute, and shall execute, deeds, mortgages, bonds, contracts and other instruments of the corporation except where required or permitted by law to be otherwise executed and except where the board of directors or president expressly delegates the execution to some other officer or agent of the corporation. The president may sign with the secretary or an assistant secretary, or the treasurer or an assistant treasurer, certificates for shares of stock of the corporation the board of directors has authorized for issuance. The president shall vote, or give a proxy, power of attorney or other delegation of authority to any other person to vote, all equity interests of any other entity standing in the name of the corporation. The president in

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general shall have all other powers and shall perform all other duties incident to the chief executive office of a corporation or as the board of directors may from time to time assign to the president.

4.7 VICE PRESIDENTS

In the absence of the president, at the president’s request or in the event of the president’s inability or refusal to act, the vice presidents in order of their rank as fixed by the board of directors or, if not ranked, the vice president designated by the board of directors or the president shall perform all duties of the president, including the duties of the chairman of the board if and as assumed by the president, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties, not inconsistent with applicable laws, these bylaws, or action of the board of directors, as the board of directors or the president may from time to time assign to them. Any vice president may sign, with the secretary or an assistant secretary, or the treasurer or an assistant treasurer, certificates for shares of stock of the corporation the board of directors has authorized for issuance.

4.8 SECRETARY

The secretary shall:  (a) keep the minutes of the meetings of the stockholders, the board of directors and committees of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) keep a register of the post office address of each stockholder, director and committee member which shall from time to time be furnished to the secretary by such stockholder, director or member; (e) sign with the chairman of the board, the president or a vice president, certificates for shares of stock of the corporation the board of directors has authorized for issuance; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of secretary and such other duties as the board of directors, the chairman of the board, or president may from time to time assign to the secretary. The secretary may delegate such details of the performance of duties of the secretary’s office as may be appropriate in the exercise of reasonable care to one or more persons in his or her stead, but shall not thereby be relieved of responsibility for the performance of such duties.

4.9 TREASURER

The treasurer shall: (a) be responsible to the board of directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for monies due and payable to the corporation from any source and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with these bylaws; (c) disburse the funds of the corporation as ordered by the board of directors or the president or as otherwise required in the conduct of the business of the corporation; (d) render to the president or the board of directors, upon request, an account of all his or her transactions as treasurer and on the financial condition of the corporation; and (e) in general, perform all duties incident to the office of treasurer and such other duties as the board of directors, the chairman of the board, or the president may from time

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to time may assign to the treasurer. The treasurer may sign, with the chairman of the board, the president, or a vice president, certificates for shares of stock of the corporation the board of directors has authorized for issuance. The treasurer may delegate such details of the performance of duties of such office as may be appropriate in the exercise of reasonable care to one or more persons in his or her stead, but shall not thereby be relieved of responsibility for the performance of such duties. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum, and with such surety or sureties, as the board of directors shall determine.

4.10 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES

The assistant treasurers and assistant secretaries shall perform all functions and duties which the secretary or treasurer, as the case may be, may assign or delegate; but such assignment or delegation shall not relieve the principal officer from the responsibilities and liabilities of his or her office. In addition, an assistant secretary or an assistant treasurer may sign with the chairman of the board, the president, or a vice president, certificates for shares of stock the board of directors has authorized for issuance; and the assistant secretaries and assistant treasurers shall, in general, perform such duties as the secretary or the treasurer, respectively, or the president or board of directors may from time to time assign to them. The assistant treasurers shall, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums, and with such surety or sureties, as the board of directors shall determine.

4.11 SALARIES

The salaries of the officers shall be fixed from time to time by the board of directors, by such officer as it shall designate for such purpose or as it shall otherwise direct. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that the officer is also a director of the corporation.

ARTICLE 5

DIVISIONS

5.1 DIVISIONS OF THE CORPORATION

The board of directors shall have the power to create and establish such operating divisions of the corporation as it may from time to time deem advisable.

5.2 OFFICIAL POSITIONS WITHIN A DIVISION

The chairman of the board or the president may appoint individuals to, and may, with or without cause, remove them from, official positions established within a division but not filled by the board of directors.  The individuals appointed need not be officers of the corporation. Neither the chairman of the board nor the president may remove any individual appointed by the board of directors.

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ARTICLE 6

CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.1 CONTRACTS AND OTHER INSTRUMENTS

The board of directors may authorize any officer(s), agent(s) or employee(s) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, or of any division thereof, subject to applicable law. Such authority may be general or confined to specific instances.

6.2 LOANS

No loans shall be contracted on behalf of the corporation, or any division thereof, and no evidence of indebtedness, other than in the ordinary course of business, shall be issued in the name of the corporation, or any division thereof, unless authorized by the board of directors. Such authorization may be general or confined to specific instances.

6.3 CHECKS, DRAFTS, ETC.

All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, or any division thereof, outside of the ordinary course of business shall be signed by such officers or agents of the corporation, and in such manner, as the board of directors may from time to time authorize.

6.4 DEPOSITS

All funds of the corporation, or any division thereof, not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.

ARTICLE 7

CERTIFICATES OF STOCK AND THEIR TRANSFER

7.1 CERTIFICATES OF STOCK

The certificates of stock of the corporation shall be in a form approved by the board of directors, shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the chairman of the board, the president or a vice president and by the treasurer or an assistant treasurer or the secretary or an assistant secretary. If any stock certificate is signed (a) by a transfer agent or an assistant transfer agent or (b) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any officer of the corporation may be facsimile. In case any officer whose facsimile signature has thus been used on any such certificate shall cease to be such officer before the certificate has been issued, the certificate may nevertheless be issued with the same effect as if he or she were such officer at the date of issue. All certificates properly surrendered to the corporation for transfer shall be cancelled and, except as set forth in

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Section 7.2 below, no new certificate shall be issued to evidence transferred shares until the former certificate for at least a like number of shares has been surrendered and cancelled and the corporation reimbursed for any applicable taxes on the transfer.

7.2 LOST, STOLEN OR DESTROYED CERTIFICATES

The corporation may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen or destroyed, and may also require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against the corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of a new certificate or uncertificated shares.

7.3 TRANSFERS OF STOCK

Transfers of shares of stock shall be made only on the books of the corporation by the registered holder thereof or by its attorney or successor duly authorized as evidenced by documents filed with the secretary or transfer agent of the corporation. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and in compliance with any restrictions on transfer of which the corporation has notice applicable to the certificate or shares represented thereby, the corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. The board of directors may adopt such additional rules and regulations as it deems advisable concerning the transfer and registration of certificates of stock of the corporation.

7.4 RESTRICTIONS ON TRANSFER

Any stockholder may enter into an agreement with other stockholders or with the corporation providing for any reasonable restriction on the right of such stockholder to transfer shares of stock of the corporation held by such stockholder. If such restriction is set forth conspicuously on the certificates representing the shares or, in the case of uncertificated shares, is contained in a notice sent pursuant to Section 151(f) of the Delaware GCL, the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such restriction.

7.5 FIXING RECORD DATE

(a)In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;

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provided, however, that the board of directors may fix a new record date for the adjourned meeting.

(b)In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day the board of directors adopts the resolution taking such prior action.

(c)In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

7.6 STOCKHOLDERS OF RECORD

The corporation shall be entitled to treat the holder of record of any shares of stock as the holder in fact of such shares. Accordingly, the corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it has express or other notice thereof, except as otherwise provided by Delaware law.

ARTICLE 8

INDEMNIFICATION

8.1 IN GENERAL

The corporation shall indemnify any person who is or was a director or officer of the corporation, or who is or has served at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted by the Delaware GCL as in effect at the time of adoption of this bylaw or as amended from time to time. The foregoing right of indemnification shall not be

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exclusive of any other rights to which a person seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

8.2 INSURANCE

If authorized by the board of directors, the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or has served at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent permitted by the Delaware GCL as in effect at the time of the adoption of this bylaw or as amended from time to time.

ARTICLE 9

NOTICE

9.1 MANNER OF NOTICE

Whenever under law, the certificate of incorporation or these bylaws notice is required to be given to any stockholder, director or member of any committee of the board of directors, it shall not be construed to require personal delivery. Such notice also may be given in writing by depositing it in the United States mail (postage prepaid), by express overnight courier, or by facsimile or other electronic transmission. For purposes of these bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by the recipient through an automated process.

9.2 NOTICE TO STOCKHOLDERS BY ELECTRONIC TRANSMISSION

Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation shall be effective if given by a form of electronic transmission consented to by the stockholder to whom notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if (a) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (b) such inability becomes known to the secretary or an assistant secretary of the corporation or the transfer agent, or other person responsible for giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

9.3 EFFECTIVENESS OF NOTICE

Notice given by mail shall be deemed to be given at the time it is deposited in the United States mail. Notice given by overnight courier service shall be deemed to be given when delivered to the overnight courier service for delivery. Notice given by facsimile or other electronic transmission shall be deemed given: (a) if by facsimile transmission, when directed to a number at recipient has consented to receive notice; (b) if by electronic mail, when directed to

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an electronic mail address at which the recipient has consented to receive notice; (c) if by a posting on an electronic network together with separate notice to the recipient of such specific posting, upon the later of (i) such posting and (ii) the giving of such separate notice; and (d) if by any other form of electronic transmission, when directed to the recipient. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. The requirement for notice shall be deemed satisfied, except in the case of a stockholder meeting with respect to which written notice is required by law, if actual notice is received orally or in writing by the person entitled thereto as far in advance of the event with respect to which notice is given as the minimum notice period required by law or these bylaws.

9.4 WAIVER OF NOTICE

Whenever under law, the certificate of incorporation or these bylaws notice is required to be given, a waiver thereof in writing signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before, at or after the time stated therein, shall be deemed equivalent to notice. Attendance by a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission, unless so required by law, the certificate of incorporation or these bylaws.

ARTICLE 10

GENERAL PROVISIONS

10.1 FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors. In the absence of such a resolution, the fiscal year of the corporation shall be the calendar year.

10.2 CORPORATE SEAL

The board of directors may adopt a corporate seal inscribed with the name of the corporation and the words “CORPORATE SEAL” and “DELAWARE” and otherwise in the form approved by the board.

10.3 AMENDMENTS

These bylaws may be altered, amended or repealed (a) by the affirmative vote of a majority of the stock having voting power present in person or by proxy at any annual meeting of stockholders at which a quorum is present, or at any special meeting of stockholders at which a quorum is present, if notice of the proposed alteration, amendment or repeal is contained in the notice of such special meeting, or (b) by the affirmative vote of a majority of the directors then

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qualified and acting at any regular or special meeting of the board, if the certificate of incorporation confers such power upon the board; provided, however, that the stockholders may provide specifically for limitations on the power of directors to amend particular bylaws and, in such event, the directors’ power of amendment shall be so limited; and further provided that no reduction in the number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

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EX-3.37

Exhibit 3.37

CERTIFICATE OF INCORPORATION

OF

THOMAS-OBERDORFER PUMPS, INC.

________________________

1. The name of the corporation is Thomas-Oberdorfer Pumps, Inc.

2.            The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.            The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.            The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) shares, with a par value of $.01 per share.

5.            The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of Directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

Marc H. Nobuhata

227 West Monroe Street

Chicago, IL 60606-5096

I, THE UNDERSIGNED, being the incorporator hereintofore named, for the purposes of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 13^th day of October, 1999.

    /s/ Marc H. Nobuhata                                                                      

Marc H. Nobuhata, Sole Incorporator

EX-3.38

Exhibit 3.38

BYLAWS

OF

THOMAS-OBERDORFER PUMPS, INC.

ARTICLE I

Stockholders

Section 1.1.Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware as may be designated by the Board of Directors from time to time. Stockholders may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Any other proper business may be transacted at the annual meeting.

Section 1.2.         Special Meetings. Special meetings of stockholders may be called at any time by the Chairman of the Board, if any, the Vice Chairman of the Board, if any, the President or the Board of Directors, to be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting.

Section 1.3.         Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 1.4.         Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5.         Quorum. At each meeting of stockholders, except where otherwise provided by law or the Certificate of Incorporation or these bylaws, the holders of a majority of the outstanding shares of each class of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum, the stockholders so present may, by

majority vote, adjourn the meeting from time to time in the manner provided by Section 1.4 of these bylaws until a quorum shall attend. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6.         Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7.         Voting; Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law or by the Certificate of Incorporation or these bylaws, be decided by the vote of the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at the meeting, provided that (except as otherwise required by law or by the Certificate of Incorporation) the Board of Directors may require a larger vote upon any election or question.

Section 1.8.         Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall

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be the day on which the first written consent is expressed; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

Section 1.9.         List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 1.10.      Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1.         Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by the Board of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation. The Board shall consist of one or more members, the number thereof to be determined from time to time by the Board. Directors need not be stockholders.

Section 2.2.         Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office until the annual meeting of stockholders next succeeding his election and until his successor is elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon written notice to the Board of Directors or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director.

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Section 2.3.         Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined, notice thereof need not be given.

Section 2.4.         Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, by the President or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Section 2.5.         Telephonic Meetings Permitted. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by law shall constitute presence in person at such meeting.

Section 2.6.         Quorum; Vote Required for Action. At all meetings of the Board of Directors one third of the entire Board shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the Certificate of Incorporation or these bylaws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

Section 2.7.         Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8.        Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

Committees

Section 3.1.         Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The bylaws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the Corporation, shall have and may exercise all the powers and authority of the Board of Directors in

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the management of the business and affairs of the Corporation; but no such committee shall have the power or authority in reference to the following matter: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by these bylaws to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the Corporation.

Section 3.2.         Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these bylaws.

ARTICLE IV

Officers

Section 4.1.         Officers; Election; Qualification; Term of Office; Resignation; Removal; Vacancies. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President and a Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board and a Vice Chairman of the Board. The Board may also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and may give any of them such further designations or alternate titles as it considers desirable. Each such officer shall hold office until the first meeting of the Board after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election or appointment of an officer shall not of itself create contractual rights. Any number of offices may be held by the same person. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting.

Section 4.2.         Powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his duties.

ARTICLE V

Stock

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Section 5.1.         Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by him in the Corporation. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 5.2.         Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI

Miscellaneous

Section 6.1.         Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 6.2. Seal. The Corporation shall have no corporate seal.

Section 6.3.         Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law or under any provision of the Certificate of Incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these bylaws.

Section 6.4.        Indemnification of Directors, Officers and Employees and Agents. The Corporation shall have power to indemnify to the full extent authorized by law any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee [or agent] of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor of the Corporation.

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Section 6.5.        Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

Section 6.6.         Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 6.7.         Amendment of Bylaws. These bylaws may be altered or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter or repeal any by law whether or not adopted by them.

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EX-3.39

Exhibit 3.39

CERTIFICATE OF FORMATION

OF

TUPELO HOLDINGS LLC

This Certificate of Formation is being executed to form a limited liability company under the Delaware Limited Liability Company Act.

l. The name of the limited liability company is Tupelo Holdings LLC.

2. The address of the registered office of the limited liability company is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The limited liability company’s registered agent at that address is Corporation Service Company.

3. The limited liability company is to be managed by one or more managers.

IN WITNESS WHEREOF, the undersigned, an authorized person of the limited liability company, has duly executed this Certificate of Formation this ___ day of December, 2003.

              /s/ Ronald Wiseman                                      

Ronald Wiseman, Authorized Person

The foregoing instrument

was prepared by:

          /s/ Charles Fassler                    

Charles Fassler

Greenebaum Doll & McDonald PLLC

3500 National City Tower

Louisville, Kentucky 40202

(502)587-3537

CERTIFICATE OF CONVERSION

OF

TUPELO HOLDINGS INC.

Pursuant to the provisions of Section 266 of the Delaware General Corporation Law, Tupelo Holdings Inc., a Delaware corporation (“Corporation”), is hereby converted from a Delaware corporation to a Delaware limited liability company, and there is submitted in connection therewith the following:

1. The name of the Corporation is Tupelo Holdings Inc.

2.            The date of the filing of the Corporation’s Certificate of Incorporation was March 17, 1989.

3.            The name of the limited liability company into which the Corporation shall be converted is Tupelo Holdings LLC.

4.            The conversion has been approved in accordance with the provisions of Section 266 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Conversion to be executed on its behalf by the undersigned duly authorized offices of the Corporation this ____ day of December, 2003.

TUPELO HOLDINGS INC.

By:        /s/ Ronald D. Wiseman                    

Title:            Treasurer                                    

Ronald D. Wiseman

The foregoing instrument

was prepared by:

          /s/ Charles Fassler                      

Charles Fassler

Greenebaum Doll & McDonald PLLC 3500 National City Tower

Louisville Kentucky 40202

(502) 587-3537

CERTIFICATE OF INCORPORATION

OF

TUPELO HOLDINGS INC.

FIRST: The name of the Corporation is

TUPELO HOLDINGS INC.

SECOND:         The registered office of the Corporation in the State of Delaware is 229 South State Street, in the City of Dover, County of Kent. The name of its registered agent at that address is The Prentice-Hall Corporation System, Inc.

THIRD:              The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:         The total number of shares of stock which the Corporation is authorized to issue is 1,000, all of which are classified as Common Stock with a par value of $.10 per share.

FIFTH:               The By-Laws of the Corporation may be made, altered, amended, changed, added to or repealed by the Board of Directors without the assent or vote of the stockholders. Elections of directors need not be by ballot unless the By-Laws so provide.

SIXTH:               A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

SEVENTH:       The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

I, Christopher E. Austin, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware do make and sign this Certificate of Incorporation.

Dated: March 16, 1989

          /s/ Christopher E. Austin                                  

Christopher E. Austin

c/o Cleary, Gottlieb, Steen & Hamilton

One State Street Plaza

New York, New York 10004

EX-3.40

Exhibit 3.40

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

TUPELO HOLDINGS LLC

a Delaware limited liability company

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Limited Liability Company Agreement”) is made and entered into as of the 1^st day of July, 2005, by Thomas Industries Inc., a Delaware corporation, the sole member (the “Member”).

WHEREAS, Tupelo Holdings Inc. was organized as a Delaware corporation on May 17, 1989.

WHEREAS, Tupelo Holdings Inc. converted to a limited liability company under the name Tupelo Holdings LLC (the “Company”) in accordance with the Delaware Limited Liability Company Act (as amended from time to time, the “Act”) upon the filing of a Certificate of Conversion and a Certificate of Formation with the Secretary of State of the State of Delaware on December 18, 2003;

WHEREAS, pursuant to a Merger Agreement having an effective date of July 1, 2005, the ownership of the sole member changed and the sole member deems it necessary and advisable that a new limited liability company agreement be adopted on behalf of the Company.

NOW, THEREFORE, the sole Member hereby agrees as follows:

1.            Formation & Name. The Company was organized as a limited liability company pursuant to the Act by the filing of a Certificate of Formation with the Secretary of State on December 18, 2003 under the name of “Tupelo Holdings LLC.” The Company may do business under that name and under any other name or names that the Member selects subject to Section 18-102 of the Act.

2. Term. The Company shall have a perpetual existence.

3.            Purposes.The purposes of the Company are to carry on any lawful business, purpose, or activity for which limited liability companies may be formed under the Act.

4.            Sole Member. Thomas Industries Inc., a Delaware corporation, is the sole member of the Company (the “Member”).

5.            Member Limited Liability. No Member shall be personally liable for any debts, obligations or liabilities of the Company beyond its contributions.

6.            Contributions. The Member’s capital contribution to the capital of the Company for the Member’s interest in the Company shall be reflected on the books and records of the Company.

7.            Management. The business and affairs of the Company shall be managed by one or more “Managers,” as that term is used in the Act, who shall be designated by the Member. No Member shall be allowed to be designated as a Manager of the Company. Decisions of the Managers within their scope of authority shall be binding upon the Company and the Member. Except where approval of the Member is expressly required by non-waivable provisions of the Act, the Managers shall have full and complete authority, power and discretion (subject to specific directives of the Member given from time to time) to manage and control the business, affairs and properties of the Company, to make all decisions regarding the business, affairs and properties of the Company and to perform any and all other acts and activities customary or incident to the management of the Company’s business. The initial Managers of the Company shall be Helen W. Cornell and Tracy D. Pagliara.

8.            Officers. The officers of the Company shall consist of such offices, with such duties and powers, as the Member may determine. An Officer shall remain in office unless and until removed by the Member (with or without cause) or his or her resignation, death or incapacity. Designation as an Officer shall not, of itself, create any contractual or employment rights. The initial officers of the Company shall be a President, Vice President, Secretary and Assistant Secretary. The President shall have general and active management power and authority with respect to the day to day affairs of the Company and shall perform such duties and undertake such responsibilities as the Member shall designate. The President shall see that all orders and resolutions of the Member and the Managers are carried into effect. The Secretary shall keep or cause to be kept a record of the affairs of the Company, including all orders and resolutions of the Member, the Managers and record minutes of all such items in a book to be kept for that purpose. The Secretary and the Vice President and Assistant Secretary shall perform such other duties as may be prescribed by the Member, the Managers or the President, under whose supervision he/she shall work. The following individuals shall initially hold the office set opposite his/her name below at the discretion of the Member until their respective successors are elected and qualify or until their earlier death, resignation or removal:

Helen W. Cornell	President
Tracy D. Pagliara	Vice President and Secretary
Jeremy T. Steele	Assistant Secretary

9.            Membership Interests. The Member holds 100% of the outstanding Membership Interests of the Company. Membership Interests issued pursuant hereto from time to time may be represented by a certificate of Membership Interests issued by the Company. The transfer of Membership Interests, or any portion thereof, shall not require the consent of any Member or of the Managers. The transferee will become a Member and exercise all rights and powers of a Member.

10.          Distributions. To the extent permitted by the Act, the Members shall determine annually whether to make distributions by issuing a resolution. Distributions may only be made out of the profits, retained earnings and or the total assets in excess of the Company’s fixed capital. Distributions may not be made from the Company’s fixed capital. Each Member shall participate in the amount to be distributed in proportion to their outstanding Membership Interests.

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11.          Dissolution. The Company will be dissolved only upon the occurrence of any of the following events: (i) by written decision of the Member(s); or (ii) upon the entry of a decree of judicial dissolution under Section 18-802 of the Act.

12.          Entire Agreement. This Agreement supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, of the Members, and shall be modified or amended as provided herein.

13.          Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

* * * * * * *

IN WITNESS WHEREOF, the undersigned, being the sole Member of the Company, has caused this agreement to be duly executed as of the date first written above.

SOLE MEMBER

THOMAS INDUSTRIES INC.

By:           /s/ Tracy D. Pagliara                          

Name:     Tracy D. Pagliara
Title:	Vice President and Secretary

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THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

GARDNER DENVER NASH LLC

a Delaware limited liability company

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GARDNER DENVER NASH LLC (this “Agreement”), dated as of May 12, 2005, is adopted, executed, and agreed to by the sole Member (as defined below). This Agreement amends and restates in its entirety the Second Amended and Restated Limited Liability Company Agreement of nash_elmo Industries, L.L.C. (the “Company”) dated as of September 17, 2004 (the “Old Operating Agreement”).

WHEREAS, Nash Industries, Inc. converted to a limited liability company under the name “nash_elmo Industries, L.L.C.” in accordance with the Delaware Limited Liability Company Act (as amended from time to time, the “Act”) upon the filing of a Certificate of Conversion and a Certificate of Formation with the Secretary of State of the State of Delaware on July 26, 2001;

WHEREAS, the name of the Company was changed to “Gardner Denver Nash LLC” as of April 1, 2005;

WHEREAS, as of the date hereof, the Company merged with Gardner Denver Nash Holdings LLC, a Delaware limited liability company and formerly the sole member of the Company, with the Company being the surviving entity;

WHEREAS, the sole Member desires to enter into this Third Amended and Restated Limited Liability Company Agreement to govern the operations and affairs of the Company and its relationship with the Member and to amend and restate in its entirety the Old Operating Agreement.

NOW, THEREFORE, the sole Member hereby agrees as follows:

1.            Formation & Name. The Company was organized as a limited liability company pursuant to the Act by the filing of a Certificate of Formation with the Secretary of State on July 26, 2001 under the original name of “Nash Industries, L.L.C.” The name of the Company is “Gardner Denver Nash LLC.” The Company may do business under that name and under any other name or names that the Member selects subject to Section 18-102 of the Act.

2. Term. The Company shall have a perpetual existence.

3.            Purposes. The purposes of the Company are to carry on any lawful business, purpose, or activity for which limited liability companies may be formed under the Act.

4.            Sole Member. Gardner Denver, Inc., a Delaware corporation, is the sole member of the Company (the “Member”).

5.            Member Limited Liability. No Member shall be personally liable for any debts, obligations or liabilities of the Company beyond its contributions.

6.            Contributions. The Company shall have a fixed capital of EURO 50,000, with the Member making a corresponding cash capital contribution. The Member will not be required to make any additional capital contributions.

7.            Management. The business and affairs of the Company shall be managed by one or more “Managers,” as that term is used in the Act, who shall be designated by the Member. No Member shall be allowed to be designated as a Manager of the Company. Decisions of the Managers within their scope of authority shall be binding upon the Company and the Member. Except where approval of the Member is expressly required by nonwaivable provisions of the Act, the Managers shall have full and complete authority, power and discretion (subject to specific directives of the Member given from time to time) to manage and control the business, affairs and properties of the Company, to make all decisions requiring the business, affairs and properties of the Company and to perform any and all other acts and activities customary or incident to the management of the Company’s business. The initial Managers of the Company shall be Helen W. Cornell and Tracy D. Pagliara.

8.            Officers. The officers of the Company (the “Officers”) shall consist of such offices, with such duties and powers, as the Member may determine. An Officer shall remain in office unless and until removed by the Member (with or without cause) or his or her resignation, death or incapacity. Designation as an Officer shall not, of itself, create any contractual or employment rights.

9.            Membership Interests. The Member holds 100% of the outstanding Membership Interests of the Company. Membership Interests issued pursuant hereto from time to time may be represented by a certificate of Membership Interests issued by the Company. The transfer of Membership Interests, or any portion thereof, shall not require the consent of any Member or of the Managers. The transferee will become a Member and exercise all rights and powers of a Member.

10.          Distributions. To the extent permitted by the Act, the Members shall determine annually whether to make distributions by issuing a resolution. Distributions may only be made out of the profits, retained earnings and/or the total assets in excess of the Company’s fixed capital. Distributions may not be made from the Company’s fixed capital. Each Member shall participate in the amount to be distributed in proportion to their outstanding Membership Interests.

11.          Dissolution. The Company will be dissolved only upon the occurrence of any of the following events: (i) by written decision of the Member(s); or (ii) upon the entry of a decree of judicial dissolution under Section 18-802 of the Act.

12.          Entire Agreement. This Agreement supersedes all prior agreements (including the Old Operating Agreement), understandings, negotiations and discussions, whether written or oral, of the Members, and shall be modified or amended as provided herein.

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13.          Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

* * * * * * *

IN WITNESS WHEREOF, the undersigned, being the sole Member of the Company, has caused this Agreement to be duly executed as of the date first written above.

GARDNER DENVER, INC.

By:        /s/ Tracy D. Pagliara                          

Name:	Tracy D. Pagliara
Title:	Vice President, Administration,
	General Counsel and Secretary

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EX-3.41

Exhibit 3.41

CERTIFICATE OF INCORPORATION

OF

WELCH MERGER CORP.

FIRST: The name of the Corporation is Welch Merger Corp.

SECOND: The registered office of the Corporation in the State of Delaware shall be located at 32 Loockerman Square, Suite L-100, City of Dover, County of Kent. The name and address of its registered agent shall be The Prentice-Hall Corporation System, Inc., 32 Loockerman Square, Suite L-100, City of Dover, County of Kent 19901.

THIRD: The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 10,000 shares of Common Stock, $.01 par value per share.

FIFTH: The name and mailing address of the sole incorporator is as follows:

Name Address

Scott M. Williams	227 West Monroe Street
	Chicago, IL 60606

SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized and empowered, in the manner provided in the by-laws of the Corporation, to make, alter, amend and repeal the by-laws of the Corporation in any respect not inconsistent with the laws of the State of Delaware or with this Certificate of Incorporation.

In addition to the powers and authorities herein before or by statute expressly conferred upon it, the Board of Directors may exercise all such powers and do all such acts as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the laws of the State of Delaware, this Certificate of Incorporation and the by-laws of the Corporation.

Any contract, transaction or act of the Corporation or of the directors or of any committee which shall be ratified by the holders of a majority of the shares of stock of the Corporation present in person or by proxy and voting at any annual meeting, or at any special meeting called for such purpose, shall, insofar as permitted by law or by this Certificate of Incorporation, be as valid and as binding as though ratified by every stockholder of the Corporation.

SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code, or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation as the case may be, and also on this Corporation.

EIGHTH: The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the Corporation. Election of directors need not be by ballot unless the by-laws of the Corporation shall so provide.

NINTH: A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit.

If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of directors shall be eliminated or limited to the full extent authorized by the General Corporation Law of the State of Delaware, as so amended.

Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that the facts stated are true, and accordingly have hereunto set my hand and seal this 6^th day of July, 1990.

              /s/ Scott M. Williams                        

Scott M. Williams

CERTIFICATE OF MERGER

OF

WELCH VACUUM TECHNOLOGY, INC.

INTO

WELCH MERGER CORP.

* * * * *

Welch Merger Corp., a Delaware corporation, desiring to merge with Welch Vacuum Technology, Inc., an Illinois corporation, pursuant to Section 252(c) of the Delaware General Corporation Law hereby certifies that:

FIRST: The name and state of incorporation of the constituent corporations are as follows:

Name State of Incorporation

Welch Merger Corp.	Delaware
Welch Vacuum Technology, Inc.	Illinois

SECOND: An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 252(c) of the Delaware General Corporation Law.

THIRD: Welch Merger Corp., a Delaware corporation, shall be the surviving corporation.

FOURTH: The Certificate of Incorporation of Welch Merger Corp. as amended in the manner set forth below shall constitute the Certificate of Incorporation of the surviving corporation. Article One of the Certificate of Incorporation of Welch Merger Corp. is hereby amended in its entirety to read as follows:

“The name of the corporation is Welch Vacuum Technology, Inc.”

FIFTH: The executed Agreement and Plan of Merger is on file at the principal place of business of the surviving corporation at 7300 North Linder Avenue, Skokie, Illinois 60077.

SIXTH: The surviving corporation will furnish any stockholder of any constituent corporation with a copy of the agreement and Plan of Merger at no cost.

***

                              IN WITNESS WHEREOF, the undersigned has caused this Certificate to be executed by its duly authorized officers this ____ day of July, 1990.

WELCH MERGER CORP.

By:        /s/ James S. Anderson                        

James S. Anderson
	President

ATTEST:

              /s/ James B. Katch                

James B. Katch
	Secretary

Certificate of Amendment of

Certificate of Incorporation

Welch Vacuum Technology, Inc. a corporation organized and existing under the and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) DOES HEREBY CERTIFY:

FIRST: That the following resolutions were adopted by the sole Director of Welch Vacuum Technology, Inc. and all of the stockholders of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring the amendment to be advisable. The resolution setting forth the proposed amendment is as follows:

NOW, THEREFORE, BE IT RESOLVED, that Article Fourth of the Certificate of Incorporation of the Corporation be amended in its entirety to read as follows:

“FOURTH: The aggregate number of shares which the Corporation is authorized to issue is 4,000 shares divided into two classes. The designation of each class, the number of shares of each class, and the par value of each class, are as follows:

	Authorized				Par
	Number of		Value Per
Class		Shares		Share

Class A Voting Common Stock	1,000	Par Value $.01
Class B Nonvoting Common Stock	3,000	Par Value $.01

The Class A Voting Common Stock and Class B Nonvoting Common Stock are referred to collectively as “Common Stock.”

The preferences, qualifications, limitations, restrictions and the special or relative rights of the shares of each class are:

A. Common Stock.

Shares of Common Stock shall be identical in all respects except for the power to vote and shall be treated equally and ratably upon liquidation. Each outstanding share of Class A Voting Common Stock shall be entitled to one vote on each matter submitted for a vote of stockholders of the Corporation. Shares of Class B Nonvoting Common Stock shall be nonvoting. Dividends on both Class A Voting Common Stock and Class B Nonvoting Common Stock shall be distributed pro rata without distinction as to class. The Corporation shall not have the authority to issue fractional shares. In the event that fractional shares would otherwise be issued, the Corporation will pay in cash the fair value of the

fractions of a share as of the time when those who would otherwise be entitled to receive the fractional shares are determined.

B. Preemptive Rights.

No holder of shares of any class of stock of the Corporation, shall have any preemptive or preferential right to subscribe for the purchase of or to receive shares of any class of stock of the Corporation, or securities in any manner convertible into such shares, whether now or hereafter authorized, issued or sold.

C. Reclassification and Issuance of Shares.

At the time this amendment becomes effective, and without any further action on the part of the Corporation or its stockholders, each share of Common Stock, $.01 par value, then issued and outstanding, shall automatically be reclassified into one share of Class A Voting Common Stock. To reflect the reclassification, each certificate representing theretofore issued and outstanding Common Stock, $.01 par value, shall be deemed canceled and the holder of record of each previously issued certificate shall be entitled to receive new certificates representing one share of Class A Voting Common Stock for each share of Common Stock, $.01 par value, of which the stockholder was the holder immediately prior to the effectiveness of this amendment.”

SECOND: That the amendment was approved and adopted pursuant to such joint written consent as unanimously executed by all of the stockholders of the Corporation in accordance with the General Corporation Law of the State of Delaware.

THIRD: That the amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of the Corporation shall not be reduced under or by reason of the amendment.

IN WITNESS WHEREOF, Welch Vacuum Technology, Inc. has caused this certificate to be signed by James Anderson, its President and James Katch, its Secretary, this ____ day of August, 1995.

By:                    /s/ James s. Anderson            

President

ATTEST:          /s/ James B. Katch                  

Secretary

CERTIFICATE OF MERGER

OF

THOMASUB INC.

INTO

WELCH VACUUM TECHNOLOGY, INC.

The undersigned corporation

DOES HEREBY CERTIFY:

FIRST. That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

Name State of Incorporation

Thomasub Inc.	Delaware
Welch Vacuum Technology, Inc.	Delaware

SECOND. That an Agreement and Plan of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of subsection (c) of Section 251 of the General Corporation Law of the State of Delaware.

THIRD. The name of the surviving corporation of the merger is Welch Vacuum Technology, Inc., a Delaware corporation.

FOURTH: That the Certificate of Incorporation of Welch Vacuum Technology, Inc., a Delaware corporation, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH. That the executed Agreement and Plan of Merger is on file at the principal place of business of the surviving corporation. The address of said principal place of business is 7300 North Linder Avenue, Skokie, Illinois 60077.

SIXTH. That a copy of the Agreement and Plan of Merger will be furnished on request and without cost to any stockholder of any constituent corporation.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by its President, this 15^th day of March, 1996.

WELCH VACUUM TECHNOLOGY, INC.

By:        /s/ James S. Anderson                        

James S. Anderson

EXHIBIT A

CERTIFICATE OF INCORPORATION

OF

WELCH VACUUM TECHNOLOGY, INC.

FIRST: The name of the Corporation is Welch Vacuum Technology, Inc.

SECOND: (a) Its registered office in the State of Delaware is located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805. The name and address of its registered agent is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have the authority to issue is 1,000 shares of common stock of the par value of One Dollar ($1.00) each, amounting in the aggregate to One Thousand Dollars ($1,000.00).

FIFTH: All corporate powers of the Corporation shall be exercised by or under the direction of the Board of Directors except as otherwise provided herein or by applicable law. In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized:

(i)           to adopt, amend or repeal By-laws of the Corporation, subject to the right of the stockholders of the Corporation entitled to vote with respect thereto to adopt, amend or repeal By-laws made by the Board of Directors; and

(ii)         from time to time to determine whether and to what extent, at what time and place, and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of any stockholder; and no stockholder shall have any right to inspect any account or book or document of the Corporation except as provided by applicable law or the By-laws of the Corporation or as authorized by resolution of the stockholders or Board of Directors of the Corporation.

SIXTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director; provided, however, that the foregoing shall not be deemed to eliminate or limit the liability of a director to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. This provision is not intended to eliminate or narrow any defenses to or protection against liability otherwise available to directors of the Corporation. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or

alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

SEVENTH:

A. Every person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or a person of whom such person is a legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation or for its benefit as a director, officer, employee or agent of any other corporation, or as the representative of the Corporation in a partnership, joint venture, trust or other entity, shall be indemnified and held harmless by the Corporation to the fullest extent legally permissible under the General Corporation Law of the State of Delaware, as amended from time to time, against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably paid or incurred by such person in connection therewith. Such right of indemnification shall be a contract right that may be enforced in any manner desired by such person. Such right of indemnification shall include the right to be paid by the Corporation the expenses incurred in defending any such action, suit or proceeding in advance of its final disposition upon receipt of an undertaking by or on behalf of such person to repay such amount if ultimately it should be determined that such person is not entitled to be indemnified by the Corporation under the General Corporation Law of the State of Delaware. Such right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any By-law, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article Seventh.

B. The Board of Directors may adopt By-laws from time to time with respect to indemnification to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Delaware, as amended from time to time, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation or for its benefit as a director, officer, employee or agent of any other corporation, or as the representative of the Corporation in a partnership, joint venture, trust or other entity, against any expense, liability or loss asserted against or incurred by any such person in any such capacity or arising out of any such status, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss.

EIGHTH: To the maximum extent permitted by law, in the event that either the Corporation or any stockholder of the Corporation acquires knowledge of any potential transaction, agreement, arrangement or other matter which may be an opportunity for both the Corporation and such stockholder, neither the Corporation nor such stockholder will have any duty to communicate or offer such opportunity to the other and such stockholder will not be liable to the Corporation for breach of any fiduciary or other duty, as a stockholder or otherwise, and the Corporation will not be liable to such stockholder, by reason of the fact that the Corporation or such stockholder, as the case may be, pursues or acquires such opportunity for itself or does not communicate such opportunity or information regarding such opportunity to such stockholder or the Corporation, as the case may be.

NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders, directors and officers herein are granted subject to this reservation.

RESTATED CERTIFICATE OF INCORPORATION

OF

WELCH VACUUM TECHNOLOGY, INC.

Welch Vacuum Technology, Inc., a Delaware corporation organized as Welch Merger Corp. on July 9, 1990, does hereby restate its Certificate of Incorporation in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware and certifies that the Restated Certificate of Incorporation correctly sets forth, and further amends the corresponding provisions of the Certificate of Incorporation as heretofore amended and that the Restated Certificate of Incorporation as heretofore amended and that the Restated Certificate of Incorporation attached hereto as Exhibit A supersedes the original Articles of Incorporation and all amendments thereto.

IN WITNESS WHEREOF, the undersigned, President has executed this instrument this 15^th day of March, 1996.

WELCH VACUUM TECHNOLOGY, INC.

By:        /s/ James S. Anderson                        

James S. Anderson

President

EX-3.42

Exhibit 3.42

BYLAWS

OF

WELCH VACUUM TECHNOLOGY, INC.

ARTICLE I

Stockholders

Section 1.1.Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware as may be designated by the Board of Directors from time to time. Stockholders may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Any other proper business may be transacted at the annual meeting.

Section 1.2.         Special Meetings. Special meetings of stockholders may be called at any time by the Chairman of the Board, if any, the Vice Chairman of the Board, if any, the President or the Board of Directors, to be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting.

Section 1.3.         Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 1.4.         Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5.         Quorum. At each meeting of stockholders, except where otherwise provided by law or the Certificate of Incorporation or these bylaws, the holders of a majority of the outstanding shares of each class of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, two or more classes

or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided by Section 1.4 of these bylaws until a quorum shall attend. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6.         Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7.         Voting; Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law or by the Certificate of Incorporation or these bylaws, be decided by the vote of the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at the meeting, provided that (except as otherwise required by law or by the Certificate of Incorporation) the Board of Directors may require a larger vote upon any election or question.

Section 1.8.         Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is

2

given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

Section 1.9.         List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 1.10.      Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

Section 2.1.         Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by the Board of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation. The Board shall consist of one or more members, the number thereof to be determined from time to time by the Board. Directors need not be stockholders.

Section 2.2.         Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office until the annual meeting of stockholders next succeeding his election and until his successor is elected and qualified or until his earlier resignation or removal. Any director may resign at any time upon written notice to the Board of Directors or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies

3

and newly created directorships resulting from any increase in the authorized number of directors or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director.

Section 2.3.         Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined, notice thereof need not be given.

Section 2.4.         Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, by the President or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Section 2.5.         Telephonic Meetings Permitted. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by law shall constitute presence in person at such meeting.

Section 2.6.         Quorum; Vote Required for Action. At all meetings of the Board of Directors one third of the entire Board shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the Certificate of Incorporation or these bylaws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

Section 2.7.         Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8.        Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

Committees

Section 3.1.         Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the

4

member or members thereof present at any meeting and not disqualified from voting, whether or not the member or members present constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, removing or indemnifying directors or amending these bylaws; and, unless the resolution expressly so provided, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger.

Section 3.2.         Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these bylaws.

ARTICLE IV

Officers

Section 4.1.         Officers; Election; Qualification; Term of Office; Resignation; Removal; Vacancies. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President and a Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board and a Vice Chairman of the Board. The Board may also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and may give any of them such further designations or alternate titles as it considers desirable. Each such officer shall hold office until the first meeting of the Board after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election or appointment of an officer shall not of itself create contractual rights. Any number of offices may be held by the same person. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board at any regular or special meeting.

Section 4.2.         Powers and Duties of Executive Officers. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be

5

prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his duties.

ARTICLE V

Stock

Section 5.1.         Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by him in the Corporation. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 5.2.         Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI

Miscellaneous

Section 6.1.         Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 6.2. Seal. The Corporation shall have no corporate seal.

Section 6.3.         Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law or under any provision of the Certificate of Incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these bylaws.

6

Section 6.4.        Indemnification of Directors, Officers and Employees and Agents. The Corporation shall have power to indemnify to the full extent authorized by law any person made or threatened to be made a party to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee [or agent] of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor of the Corporation.

Section 6.5.        Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

Section 6.6.         Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 6.7.         Amendment of Bylaws. These bylaws may be altered or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter or repeal any by law whether or not adopted by them.

7

EX-5.1

Exhibit 5.1

September 19, 2005

Gardner Denver, Inc.
1800 Gardner Expressway
Quincy, Illinois 62305

RE: Gardner Denver , Inc. and the Subsidiary Guarantors Listed
on Schedule I Hereto – Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as special counsel to Gardner Denver, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) to be filed by the Company and the Guarantors (as listed on Schedule I hereto, the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the Company’s offer to exchange (the “Exchange Offer”) $125,000,000 in aggregate principal amount of its 8% Senior Subordinated Notes due 2013 (the “Exchange Notes”) for $125,000,000 in aggregate principal amount of the Company’s issued and outstanding 8% Senior Subordinated Notes due 2013 (the “Original Notes”), together with the guarantee thereof by the Guarantors. The Original Notes have been issued, and the Exchange Notes will be issued, under the Indenture, dated as of May 4, 2005 (the “Indenture”), among the Company, the Guarantors and The Bank of New York Trust Company, National Association, as Trustee (the “Trustee”). The Exchange Offer is being effected pursuant to the Registration Rights Agreement, dated as of May 4, 2005 (the Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers (as defined therein). The Company and the Guarantors are hereinafter referred to collectively as the “Note Parties” each as a “Note Party”. All capitalized terms which are defined in the Indenture shall have the same meanings when used herein, unless otherwise specified.

In connection herewith, we have examined:

(1) an executed copy of the Indenture;

(2) an executed copy of the Original Notes, including the guarantees of the Original Notes;

(3) the Registration Rights Agreement;

(4) the form of the Exchange Notes, including the guarantees of the Exchange Notes;

Gardner Denver, Inc.

September 19, 2005

Page 2

 

(5) a copy of the certificate of incorporation or formation of each Note Party each as in effect on the date hereof and as certified by the Secretaries of such Note Party, as applicable (each a “Charter”); and

(6) the bylaws or operating agreement of each Note Party each as in effect on the date hereof and as certified by the Secretaries of such Note Party, as applicable (together with the Charters of each Note Party, the “Organizational Documents”).

The documents referenced as items (1) through (4) above are collectively referred to herein as the “Transaction Documents.”

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other corporate or analogous records, agreements and instruments of the Note Parties, certificates of public officials and officers of the Note Parties, and such other documents, records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed. In our examination of the Transaction Documents and the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the Transaction Documents and certificates and statements of appropriate representatives of the Note Parties.

In connection herewith, we have assumed that, other than with respect to the Company and the Guarantors organized under the laws of New York and Delaware (the “DE/NY Guarantors”), all of the documents referred to in this opinion letter have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of such parties thereto, all of the signatories to such documents have been duly authorized by all such parties and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents. We have also assumed that each of the Guarantors, other than the DE/NY Guarantors, has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization and that each of such Guarantors has complied with all aspects of applicable laws of jurisdictions other than the United States of America and the State of New York and the State of Delaware in connection with the transactions contemplated by the Indenture, Registration Rights Agreement and the Exchange Notes, including the guarantees of the Exchange Notes. We have also assumed that the Company has received in full the consideration contemplated by the resolutions of the board of directors for the issuance of the Original Notes.

Based upon the foregoing, in reliance thereon and subject to the assumptions, comments, exceptions, qualifications and limitations stated herein we are of the opinion that when (i) the Registration Statement has become effective under the Act; (ii) the Indenture has become duly qualified under the Trust Indenture Act of 1939, as amended; and (iii) the Exchange Notes (in the form examined by us) have been duly executed by the Company and authenticated and delivered by the Trustee in exchange for the Original Notes in accordance with the provisions of the Indenture upon consummation of and otherwise in accordance with the Exchange Offer, the Exchange Notes, including the Guarantees of the Exchange Notes, will be validly issued and will constitute valid and binding obligations of the Company and the Guarantors.

Gardner Denver, Inc.

September 19, 2005

Page 3

 

In addition to the limitations set forth above, the opinions set forth herein are further limited by, subject to and based upon the following:

(a)           Our opinions herein reflect only the application of (i) applicable New York State law (excluding the securities and blue sky laws of such state, as to which we express no opinion), (ii) the federal laws of the United States, and (iii) to the extent required by the foregoing opinions, the General Corporation of the State of Delaware and the Delaware Limited Liability Company Act. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

(b)          Our opinion contained herein may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting or relating to the rights and remedies of creditors generally including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing and (iv) the qualification that certain other provisions of the Transaction Documents may be further limited or rendered unenforceable by applicable law, but the inclusion of such provisions does not affect the validity as against any Note Party of the Transaction Documents to which it is a party as a whole or, subject to the other assumptions, comments, qualifications, limitations and exceptions stated herein, make the remedies afforded to the Initial Purchasers or the Trustee by the Transaction Documents legally inadequate for the practical realization of the principal benefits purported to be provided thereby.

(c)           Our opinions are further subject to the effect of generally applicable rules of law arising from statutes, judicial and administrative decisions, and the rules and regulations of governmental authorities that: (i) limit the availability of a remedy under certain circumstances where another remedy has been elected; (ii) limit the enforceability of provisions releasing, exculpating, or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct; (iii) may, where less than all of the contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange and (v) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees.

(d)          We express no opinion as to whether any Guarantor may guarantee or otherwise be liable for indebtedness incurred by the Company except to the extent that such Guarantor may be determined to have benefited from the incurrence of the indebtedness by the Company or whether such benefit may be measured other than by the extent to which the proceeds of the indebtedness incurred by the Company are, directly or indirectly, made available to such Guarantor for its corporate purposes.

Gardner Denver, Inc.

September 19, 2005

Page 4

 

We do not render any opinions except as set forth above. The opinions set forth herein are made as of the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus. We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the Exchange Offer. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

/s/ Bryan Cave LLP

Gardner Denver, Inc.

September 19, 2005

Page 5

 

SCHEDULE I

BELLISS & MORCOM (USA) INC.

GARDNER DENVER HOLDINGS INC.

GARDNER DENVER NASH LLC

HOFFMAN AIR FILTRATION LICENSCO INC.

LAMSON CORPORATION

RIETSCHLE THOMAS MONROE, INC.

RIETSCHLE THOMAS SHEBOYGAN, INC.

THOMAS INDUSTRIES, INC.

THOMAS-OBERDORFER PUMPS, INC.

TUPELO HOLDINGS LLC

WELCH VACUUM TECHNOLOGY, INC.

Gardner Denver, Inc.

September 19, 2005

Page 6

 

SCHEDULE II

AIR-RELIEF, INC.

ALLEN STUART EQUIPMENT COMPANY INC.

BLUE GRASS HOLDINGS, INC.

EMCO WHEATON USA, INC.

GARDNER DENVER DRUM, LLC

GARDNER DENVER WATER JETTING SYSTEMS, INC.

RIETSCHLE THOMAS HANOVER, INC.

TCM INVESTMENTS INC.

THOMAS IMPORTS, INC.

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF GARDNER DENVER, INC.

LEGAL NAME	JURISDICTION OF INCORPORATION	NAME SUBSIDIARY USES FOR DOING BUSINESS
Air-Relief, Inc.	Kentucky	Air-Relief, Inc.
Allen-Stuart Equipment Company, Inc.	Texas	Gardner Denver Engineered Packaging Center
ASF Thomas Industries Holdings Deutschland GmbH	Germany	ASF Thomas Industries Holdings Deutschland GmbH
Belliss & Morcom Brasil Ltda.	Brazil	Belliss & Morcom Brasil Ltda.
Belliss & Morcom Limited	United Kingdom	Belliss & Morcom Limited
Belliss & Morcom (USA) Inc.	Delaware	Belliss & Morcom (USA) Inc.
Blue Grass Holdings, Inc.	Nevada	Blue Grass Holdings, Inc.
Bottarini SpA	Italy	Bottarini SpA
DaMore, Inc.	Taiwan	DaMore, Inc.
Emco Wheaton Corp.	Canada	Emco Wheaton Corp.
Emco Wheaton GmbH	Germany	Emco Wheaton GmbH
Emco Wheaton UK Ltd.	United Kingdom	Emco Wheaton UK Ltd.
Emco Wheaton USA, Inc.	Texas	Emco Wheaton USA, Inc.
Gardner Denver Australia Pty. Ltd.	Australia	Gardner Denver Australia Pty. Ltd.
Gardner Denver Bad Neustadt Real Estate GmbH & Co. KG	Germany	Gardner Denver Bad Neustadt Real Estate GmbH & Co. KG
Gardner Denver Belgium NV	Belgium	Gardner Denver Belgium NV
Gardner Denver (Deutschland) GmbH	Germany	Gardner Denver (Deutschland) GmbH
Gardner Denver do Brasil Indústria e Comércio de Compressores Ltda	Brazil	Gardner Denver do Brasil Indústria e Comércio de Compressores Ltda
Gardner Denver Drum, LLC	Kentucky	Gardner Denver Drum, LLC
Gardner Denver Drum Ltd.	United Kingdom	Gardner Denver Drum Ltd.
Gardner Denver Elmo France SARL	France	Gardner Denver Elmo France SARL
Gardner Denver Elmo Italy S.r.l.	Italy	Gardner Denver Elmo Italy S.r.l.
Gardner Denver Elmo Japan Ltd.	Japan	Gardner Denver Elmo Japan Ltd.
Gardner Denver Elmo Technology GmbH	Germany	Gardner Denver Elmo Technology GmbH
Gardner Denver Elmo Technology Austria GmbH	Austria	Gardner Denver Elmo Technology Austria GmbH
Gardner Denver Elmo Technology Switzerland GmbH	Switzerland	Gardner Denver Elmo Technology Switzerland GmbH
Gardner Denver France SA	France	Gardner Denver France SA
Gardner Denver Hoffman, Ltd.	United Kingdom	Gardner Denver Hoffman, Ltd.
Gardner Denver Holdings GmbH & Co. KG	Germany	Gardner Denver Holdings GmbH & Co. KG
Gardner Denver Holdings Inc.	Delaware	Gardner Denver Holdings Inc.
Gardner Denver Holdings Verwaltungs GmbH	Germany	Gardner Denver Holdings Verwaltungs GmbH
Gardner Denver Iberica, S.L.	Spain	Gardner Denver Iberica, S.L.
Gardner Denver Industries GmbH	Germany	Gardner Denver Industries GmbH
Gardner Denver Industries Ltd.	United Kingdom	Gardner Denver Industries Ltd.
Gardner Denver Industries SA	France	Gardner Denver Industries SA
Gardner Denver International, Inc.	Delaware	Gardner Denver International, Inc.
Gardner Denver International Ltd	United Kingdom	Gardner Denver International Ltd.
Gardner Denver Ireland Limited	Ireland	Gardner Denver Ireland Limited
Gardner Denver Italia S.r.l.	Italy	Gardner Denver Italia S.r.l.
Gardner Denver Kirchhain Real Estate GmbH & Co. KG	Germany	Gardner Denver Kirchhain Real Estate GmbH & Co. KG
Gardner Denver Kompressoren GmbH	Germany	Gardner Denver Kompressoren GmbH
Gardner Denver Ltd.	United Kingdom	Gardner Denver Ltd.

Gardner Denver Machinery (Shanghai) Co., Ltd.	China	Gardner Denver Machinery (Shanghai) Co., Ltd.
Gardner Denver Malaysia Sdn Bhd	Malaysia	Gardner Denver Malaysia Sdn Bhd
Gardner Denver Münster GmbH	Germany	Gardner Denver Münster GmbH
Gardner Denver Nash Australia Pty. Ltd.	Australia	Gardner Denver Nash Australia Pty. Ltd.
Gardner Denver Nash Benelux B.V.	Netherlands	Gardner Denver Nash Benelux B.V.
Gardner Denver Nash Brasil Indústria e Comércio de Bombas Ltda.	Brazil	Gardner Denver Nash Brasil Indústria e Comércio de Bombas Ltda.
Gardner Denver Nash Deutschland GmbH	Germany	Gardner Denver Nash Deutschland GmbH
Gardner Denver Nash Korea Ltd.	Korea	Gardner Denver Nash Korea Ltd.
Gardner Denver Nash LLC	Delaware	Gardner Denver Nash LLC and Gardner Denver Liquid Ring Pump Division
Gardner Denver Nash Scandinavia AB	Sweden	Gardner Denver Nash Scandinavia AB
Gardner Denver Nash Singapore Pte. Ltd.	Singapore	Gardner Denver Nash Singapore Pte. Ltd.
Gardner Denver Nash UK Ltd.	United Kingdom	Gardner Denver Nash UK Ltd.
Gardner Denver Nederland B.V.	Netherlands	Gardner Denver Nederland B.V.
Gardner Denver Nova Scotia, ULC	Nova Scotia	Gardner Denver Nova Scotia, ULC
Gardner Denver Polska Sp. z.o.o.	Poland	Gardner Denver Polska Sp. z.o.o.
Gardner Denver Oy	Finland	Gardner Denver Oy
Gardner Denver SA	France	Gardner Denver SA
Gardner Denver Schopfheim Real Estate GbmH & Co. KG	Germany	Gardner Denver Schopfheim Real Estate GbmH & Co. KG
Gardner Denver UK Ltd.	United Kingdom	Gardner Denver UK Ltd.
Gardner Denver Water Jetting Systems, Inc.	Texas	Gardner Denver Water Jetting Systems, Inc.
Gardner Denver Wittig GmbH	Germany	Gardner Denver Wittig GmbH
GD First (UK) Ltd.	United Kingdom	GD First (UK) Ltd.
GD Investment Ky	Finland	GD Investment Ky
Hamworthy Belliss & Morcom Limited	United Kingdom	Hamworthy Belliss & Morcom Limited
Hoffman Air & Filtration Systems	United Kingdom	Hoffman Air & Filtration Systems
Hoffman Air Filtration Licensco Inc.	Delaware	Hoffman Air Filtration Licensco Inc.
Lamson Corporation	New York	Lamson Corporation
nash_elmo Industries China Ltd. (to be renamed Gardner Denver Nash China Industries Ltd.)	China	nash_elmo Industries China Ltd. (to be renamed Gardner Denver Nash China Industries Ltd.)
Rietschle Australia Pty. Ltd.	Australia	Rietschle Australia Pty. Ltd.
Rietschle Thomas Asia Pacific Limited	Hong Kong	Rietschle Thomas Asia Pacific Limited
Rietschle Thomas Australia Pty. Ltd.	Australia	Rietschle Thomas Australia Pty. Ltd.
Rietschle Thomas Brasil Ltda.	Brazil	Rietschle Thomas Brasil Ltda.
Rietschle Thomas Czech Republic, s.r.o.	Czech Republic	Rietschle Thomas Czech Republic, s.r.o.
Rietschle Thomas Denmark A/S	Denmark	Rietschle Thomas Denmark A/S
Rietschle Thomas France S.A.S.	France	Rietschle Thomas France S.A.S.
Rietschle Thomas GmbH	Austria	Rietschle Thomas GmbH
Rietschle Thomas Hanover, Inc.	Maryland	Rietschle Thomas Hanover, Inc.
Rietschle Thomas Hungaria Kft.	Hungary	Rietschle Thomas Hungaria Kft.
Rietschle Thomas Ireland, Ltd.	Ireland	Rietschle Thomas Ireland, Ltd.
Rietschle Thomas Italia SpA	Italy	Rietschle Thomas Italia SpA
Rietschle Thomas Japan Ltd.	Japan	Rietschle Thomas Japan Ltd.
Rietschle Thomas Korea Co. Ltd.	Korea	Rietschle Thomas Korea Co. Ltd.
Rietschle Thomas Memmingen GmbH	Germany	Rietschle Thomas Memmingen GmbH
Rietschle Thomas Monroe, Inc. (to be renamed Gardner Denver Thomas Monroe, Inc.)	Delaware	Rietschle Thomas Monroe, Inc. (to be renamed Gardner Denver Thomas Monroe, Inc.)
Rietschle Thomas Netherlands B.V.	Netherlands	Rietschle Thomas Netherlands B.V.
Rietschle Thomas New Zealand, Ltd.	New Zealand	Rietschle Thomas New Zealand, Ltd.

Rietschle Thomas Puchheim GmbH	Germany	Rietschle Thomas Puchheim GmbH
Rietschle Thomas Schopfheim GmbH	Germany	Rietschle Thomas Schopfheim GmbH
Rietschle Thomas Schweiz AG	Switzerland	Rietschle Thomas Schweiz AG
Rietschle Thomas Sheboygan, Inc. (to be renamed Gardner Denver Thomas, Inc.)	Delaware	Rietschle Thomas Sheboygan, Inc. (to be renamed Gardner Denver Thomas, Inc.)
Rietschle Thomas Slovakia s.r.o.	Slovakia	Rietschle Thomas Slovakia s.r.o.
Rietschle Thomas Sweden AB	Sweden	Rietschle Thomas Sweden AB
Rietschle Thomas Taiwan Co. Ltd.	Taiwan	Rietschle Thomas Taiwan Co. Ltd.
Rietschle Thomas Trading (Shanghai) Co., Ltd.	China	Rietschle Thomas Trading (Shanghai) Co., Ltd.
Rietschle Thomas UK Ltd.	United Kingdom	Rietschle Thomas UK Ltd.
Rietschle (UK) Limited	United Kingdom	Rietschle (UK) Limited
TCM Investments, Inc.	Oklahoma	TCM Investments, Inc.
Thomas Canadian Holdings, Inc.	Delaware	Thomas Canadian Holdings, Inc.
Thomas Imports, Inc.	Nevada	Thomas Imports, Inc.
Thomas Industries Asia Pacific, Inc.	Delaware	Thomas Industries Asia Pacific, Inc.
Thomas Industries Inc.	Delaware	Thomas Industries Inc.
Thomas Oberdorfer Pumps, Inc.	Delaware	Thomas Oberdorfer Pumps, Inc.
TI France S.A.S.	France	TI France S.A.S.
TI Luxembourg S.A.R.L.	Luxembourg	TI Luxembourg S.A.R.L.
TIWR Holding GmbH & Co. KG	Germany	TIWR Holding GmbH & Co. KG
TIWR Netherlands Holdings C.V.	Netherlands	TIWR Netherlands Holdings C.V.
TIWR U.K. Limited	United Kingdom	TIWR U.K. Limited
TIWR Verwaltungs GmbH	Germany	TIWR Verwaltungs GmbH
Tupelo Holdings LLC	Delaware	Tupelo Holdings LLC
Webster Drives Ltd.	United Kingdom	Webster Drives Ltd.
Welch Vacuum Technology, Inc.	Delaware	Welch Vacuum Technology, Inc.
Werner Rietschle Verwaltungs GmbH	Germany	Werner Rietschle Verwaltungs GmbH
Wuxi Rietschle Thomas Pneumatic Systems Co., Ltd.	China	Wuxi Rietschle Thomas Pneumatic Systems Co., Ltd.
MAPRO International Srl (own 24.183%)	Italy	MAPRO International Srl
Motala Verkstad AB (own 9.6%)	Sweden	Motala Verkstad AB
Tamrotor Kompressorit Oy (own 51%)	Finland	Tamrotor Kompressorit Oy
Tamrotor Marine Compressor AS (own 9%)	Norway	Tamrotor Marine Compressor AS

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Gardner Denver, Inc.:

We consent to the use of our reports dated March 11, 2005, with respect to the consolidated balance sheets of Gardner Denver, Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2004, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 and the effectiveness of internal control over financial reporting as of December 31, 2004, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the registration statement.

Our report dated March 11, 2005, on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2004, contains an explanatory paragraph that states that Gardner Denver, Inc. acquired Nash Elmo on September 1, 2004, and management excluded from its assessment of the effectiveness of the Gardner Denver, Inc.’s internal control over financial reporting as of December 31, 2004, Nash Elmo’s internal control over financial reporting. Total assets related to Nash Elmo as of December 31, 2004 of $331 million and revenues for the four-month period subsequent to the acquisition (September 1 – December 31, 2004) of $84 million were included in the consolidated financial statements of Gardner Denver, Inc. and subsidiaries as of and for the year ended December 31, 2004. Our audit of internal control over financial reporting of Gardner Denver, Inc. also excluded an evaluation of the internal control over financial reporting of Nash Elmo.

/s/ KPMG LLP

St. Louis, Missouri

September 19, 2005

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-4 No. 333-00000) and related Prospectus of Gardner Denver, Inc. for the registration of its 8% Senior Subordinated Notes and to the incorporation by reference therein of our report dated March 10, 2005, with respect to the consolidated financial statements of Thomas Industries Inc., included in the Form 8-K/A of Gardner Denver, Inc. dated September 19, 2005, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Louisville, Kentucky

September 16, 2005

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)           |__|

___________________________

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

(State of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
700 South Flower Street Suite 500 Los Angeles, California (Address of principal executive offices)	90017 (Zip code)

___________________________

GARDNER DENVER, INC.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 76-0419383
(I.R.S. employer
identification no.)

Air Relief, Inc.

(Exact name of obligor as specified in its charter)

Kentucky
(State or other jurisdiction of
incorporation or organization) 61-1083114 (I.R.S. employer
identification no.)

Allen – Stuart Equipment Company, Inc.

(Exact name of obligor as specified in its charter)

Texas
(State or other jurisdiction of
incorporation or organization) 76-0405046 (I.R.S. employer
identification no.)

Belliss & Morcom (USA) Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 36-4027732 (I.R.S. employer
identification no.)

Blue Grass Holdings, Inc.

(Exact name of obligor as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization) 95-3760477 (I.R.S. employer
identification no.)

Emco Wheaton USA, Inc.

(Exact name of obligor as specified in its charter)

Texas
(State or other jurisdiction of
incorporation or organization) 06-1691964 (I.R.S. employer
identification no.)

Gardner Denver Drum, LLC

(Exact name of obligor as specified in its charter)

Kentucky
(State or other jurisdiction of
incorporation or organization) 43-1023213 (I.R.S. employer
identification no.)

Gardner Denver Holdings Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 13-2805021 (I.R.S. employer
identification no.)

Gardner Denver Nash LLC

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 52-2334854 (I.R.S. employer
identification no.)

Gardner Denver Water Jetting Systems, Inc.

(Exact name of obligor as specified in its charter)

Texas
(State or other jurisdiction of
incorporation or organization) 76-0179183 (I.R.S. employer
identification no.)

- 2 -

Hoffman Air Filtration Licensco Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 06-1260438 (I.R.S. employer
identification no.)

Lamson Corporation

(Exact name of obligor as specified in its charter)

New York
(State or other jurisdiction of
incorporation or organization) 13-3042460 (I.R.S. employer
identification no.)

Rietschle Thomas Hanover, Inc.

(Exact name of obligor as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 52-1302710 (I.R.S. employer
identification no.)

Rietschle Thomas Monroe, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 72-1123552 (I.R.S. employer
identification no.)

Rietschle Thomas Sheboygan, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 43-1342390 (I.R.S. employer
identification no.)

TCM Investments, Inc.

(Exact name of obligor as specified in its charter)

Oklahoma
(State or other jurisdiction of
incorporation or organization) 73-1377687 (I.R.S. employer
identification no.)

Thomas Imports, Inc.

(Exact name of obligor as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization) 36-3518112 (I.R.S. employer
identification no.)

- 3 -

Thomas Industries Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 61-0505332 (I.R.S. employer
identification no.)

Thomas-Oberdorfer Pumps, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 16-1575911 (I.R.S. employer
identification no.)

Tupelo Holdings LLC

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 38-2933566 (I.R.S. employer
identification no.)

Welch Vacuum Technology, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 36-1943580 (I.R.S. employer
identification no.)

1800 Gardner Expressway
Quincy, Illinois
(Address of principal executive offices) 62305
(Zip code)

___________________________

8% Senior Subordinated Notes due 2013

(Title of the indenture securities)

- 4 -

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe eachsuch affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1. A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).

4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

5. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).

6. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 5 -

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 9^th day of September, 2005.

THE BANK OF NEW YORK TRUST COMPANY, N.A.

By:		/S/  M. Callahan
	Name:		M. CALLAHAN
	Title:		ASSISTANT VICE PRESIDENT

- 6 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK TRUST COMPANY, N.A.

of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business June 30, 2005, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	6,951
Interest-bearing balances	0
Securities:
Held-to-maturity securities	121
Available-for-sale securities	62,361
Federal funds sold and securities                purchased under agreements to resell:
Federal funds sold	28,000
Securities purchased under agreements to resell	84,000
Loans and lease financing receivables:
Loans and leases held for sale	0
Loans and leases,                 net of unearned income                                                                                0
LESS: Allowance for loan and                 lease losses                                                                                                    0
Loans and leases, net of unearned income and allowance	0
Trading assets	0
Premises and fixed assets (including capitalized leases)	4,387
Other real estate owned	0
Investments in unconsolidated subsidiaries and associated companies	0
Customers' liability to this bank on acceptances outstanding	0
Intangible assets:
Goodwill	241,763
Other Intangible Assets	16,779
Other assets	37,918
Total assets	$482.280

1

LIABILITIES
Deposits:
In domestic offices	3,291
Noninterest-bearing                                                                                         3,291
Interest-bearing                                                                                                         0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased	0
Securities sold under agreements to repurchase	0
Trading liabilities	0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)	58,000
Not applicable
Bank's liability on acceptances
executed and outstanding	0
Subordinated notes and debentures	0
Other liabilities	60,240
Total liabilities	$121,531
Minority interest in consolidated subsidiaries	0
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,000
Surplus	294,125
Retained earnings	65,668
Accumulated other comprehensive Income	-44
Other equity capital components	0
Total equity capital	$360,749
Total liabilities, minority interest, and equity capital	$482,280

I, Thomas J. Mastro, Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Thomas J. Mastro ) Comptroller

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Richard G. Jackson	)
Nicholas C. English	)	Directors
Karen B. Shupenko	)

2

EX-99.1

Exhibit 99.1

GARDNER DENVER, INC.

LETTER OF TRANSMITTAL

Offer For All Outstanding

8% Senior Subordinated Notes Due 2013

in exchange for

8% Senior Subordinated Notes Due 2013

which have been registered under the

Securities Act of 1933, as amended

Pursuant to the Prospectus dated September, 2005

The Exchange Agent for the Exchange Offer is:

The Bank of New York Trust Company, N.A.

By Registered or Certified Mail, Hand
Delivery or Overnight Delivery: The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street - 7 East New York, N.Y. 10286 Attn: Mr. Kin Lau Telephone: (212) 815-3750 Facsimile Transmissions: (212) 298-1915 Confirmation by Telephone: (212) 815-3750 Attn: Mr. Kin Lau

The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New York City time, on October 22, 2005, unless extended (the “Expiration Date”). Tenders may be withdrawn prior to 5:00 p.m., New York City time, on the Expiration Date.

Delivery of this Letter of Transmittal to an address other than as set forth above, or transmission of instructions via a facsimile to a number other than as listed above, will not constitute a valid delivery.

The instructions contained herein should be read carefully before this Letter of Transmittal is completed.

The undersigned acknowledges that he or she has received and reviewed the Prospectus, dated  September 22, 2005, referred to as the Prospectus, of Gardner Denver, Inc., a Delaware corporation (“Gardner Denver”), and certain subsidiaries of Gardner Denver, and this Letter of Transmittal, which together constitute Gardner Denver’s offer, referred to as the Exchange Offer, to exchange an aggregate principal amount of up to $125,000,000 of its 8% Senior Subordinated Notes due 2013 which have been registered under the Securities Act of 1933, as amended, referred to as the Exchange Notes, for a like principal amount of its issued and outstanding 8% Senior Subordinated Notes due 2013, referred to as the Original Notes. Capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus, as it may be amended or supplemented.

This Letter of Transmittal is to be completed by a holder of Original Notes either if (a) certificates for such Original Notes are to be forwarded herewith or (b) a tender of Original Notes is to be made by book-entry transfer to the account of The Bank of New York Trust Company, N.A., the Exchange Agent for the Exchange Offer, at the Depository Trust Company, or DTC, pursuant to the procedures for tender by book-entry transfer set forth under “The Exchange Offer—Procedures for Tendering Original Notes—Book-Entry Transfers” in the Prospectus. Certificates or book-entry confirmation of the transfer of Original Notes into the Exchange Agent’s account at DTC,

as well as this Letter of Transmittal or a facsimile hereof, properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. Tenders by book-entry transfer may also be made by delivering an agent’s message in lieu of this Letter of Transmittal. The term “book-entry confirmation” means a confirmation of a book-entry transfer of Original Notes into the Exchange Agent’s account at DTC. The term “agent’s message” means a message to the Exchange Agent by DTC which states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the Letter of Transmittal and that Gardner Denver may enforce the Letter of Transmittal against such holder. The agent’s message forms a part of a book-entry transfer.

If Original Notes are tendered pursuant to book-entry procedures, the Exchange Agent must receive, no later than 5:00 p.m., New York City time, on the Expiration Date, book-entry confirmation of the tender of the Original Notes into the Exchange Agent’s account at DTC, along with a completed Letter of Transmittal or an agent’s message.

By crediting the Original Notes to the Exchange Agent’s account at DTC and by complying with the applicable procedures of DTC’s Automated Tender Offer Program, or ATOP, with respect to the tender of the Original Notes, including by the transmission of an agent’s message, the holder of Original Notes acknowledges and agrees to be bound by the terms of this Letter of Transmittal, and the participant in DTC confirms on behalf of itself and the beneficial owners of such Original Notes all provisions of this Letter of Transmittal as being applicable to it and such beneficial owners as fully as if such participant and each such beneficial owner had provided the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.

Holders of Original Notes whose certificates for such Original Notes are not immediately available or who are unlikely to be able to deliver all required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete a book-entry transfer on a timely basis may tender their Original Notes according to the guaranteed delivery procedures described in “The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery” in the Prospectus.

Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

List below the Original Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amount of Original Notes should be listed on a separate, signed schedule affixed hereto.

DESCRIPTION OF ORIGINAL NOTES
Name(s) and Address(es) of Record Holder(s) or Name of DTC Participant and Participant’s DTC Account Number in which Notes are Held (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount Represented	Principal Amount Tendered **
	Total Principal Amount:
*      Need not be completed if Original Notes are being tendered by book-entry transfer. **    Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Original Notes represented by the Original Notes indicated in the second column. See Instruction 4. Original Notes tendered hereby must be in denominations of $1,000 or any integral multiple thereof.

2

[ ] CHECK HERE IF CERTIFICATES REPRESENTING TENDERED NOTES ARE ENCLOSED HEREWITH.

[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

DTC Account Number:

Transaction Code Number:

Date Tendered:

[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING (SEE INSTRUCTION 1):

Name(s) of Registered Holder(s)_______________________________________________________________

Window Ticket Number (if any)_______________________________________________________________

Date of Execution of Notice of Guaranteed Delivery_______________________________________________

Name of Eligible Institution which Guaranteed Delivery____________________________________________

If Guaranteed Delivery is to be Made by Book-Entry Transfer:

Name of Tendering Institution________________________________________________________________

DTC Account Number______________________________________________________________________

Transaction Code Number___________________________________________________________________

[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.*

Name:_____________________________________________________________________

Address:___________________________________________________________________

*  You are entitled to as many copies as you reasonably believe necessary.
          If you require more than 10 copies, please indicate the total number
          required in the following space: ___________________.

3

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to Gardner Denver the principal amount of Original Notes indicated above, upon the terms and subject to the conditions of the Exchange Offer. Subject to and effective upon the acceptance for exchange of all or any portion of the Original Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer, including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment, the undersigned hereby irrevocably sells, assigns and transfers to or upon the order of Gardner Denver all right, title and interest in and to such Original Notes.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact, with full knowledge that the Exchange Agent is also acting as agent of Gardner Denver in connection with the Exchange Offer and as trustee under the indenture governing the Original Notes and the Exchange Notes, with respect to the tendered Original Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) subject only to the right of withdrawal described in the Prospectus, to (1) deliver certificates representing such Original Notes, together with all accompanying evidences of transfer and authenticity, to or upon the order of Gardner Denver upon receipt by the Exchange Agent, as the undersigned’s agent, of the Exchange Notes to be issued in exchange for such Original Notes, (2) present certificates for such Original Notes for transfer and to transfer the Original Notes on the books of Gardner Denver and (3) receive for the account of Gardner Denver all benefits and otherwise exercise all rights of beneficial ownership of such Original Notes, all in accordance with the terms and conditions of the Exchange Offer.

The undersigned hereby represents and warrants that (1) the undersigned has full power and authority to tender, exchange, sell, assign and transfer the Original Notes tendered hereby, (2) Gardner Denver will acquire good, marketable and unencumbered title to the tendered Original Notes, free and clear of all liens, restrictions, charges and other encumbrances, and (3) the Original Notes tendered hereby are not subject to any adverse claims or proxies. The undersigned warrants and agrees that the undersigned will, upon request, execute and deliver any additional documents requested by Gardner Denver or the Exchange Agent to complete the exchange, sale, assignment and transfer of the Original Notes tendered hereby. The undersigned has read and agrees to all of the terms and conditions of the Exchange Offer.

The name(s) and address(es) of the registered holder(s) of the Original Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the certificates representing such Original Notes. The certificate number(s) and the Original Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

If any tendered Original Notes are not exchanged pursuant to the Exchange Offer for any reason, or if certificates are submitted for more Original Notes than are tendered or accepted for exchange, certificates for such nonexchanged or nontendered Original Notes will be returned, or, in the case of Original Notes tendered by book-entry transfer, such Original Notes will be credited to an account maintained at DTC, without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer.

The undersigned understands that tenders of Original Notes pursuant to any one of the procedures described in “The Exchange Offer—Procedures for Tendering Original Notes” in the Prospectus and in the instructions attached hereto will, upon Gardner Denver’s acceptance for exchange of such tendered Original Notes, constitute a binding agreement between the undersigned and Gardner Denver upon the terms and subject to the conditions of the Exchange Offer. The Exchange Notes will bear interest from the most recent date to which interest has bee paid on the Original Notes, or, if no interest has been paid, from the date of original issuance of the Original Notes. If your Original Notes are accepted for exchange, then you will receive interest on the Exchange Notes and not on the Original Notes. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, Gardner Denver may not be required to accept for exchange any of the Original Notes tendered hereby.

4

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, the undersigned hereby directs that the Exchange Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Original Notes, that such Exchange Notes be credited to the account indicated above maintained at DTC. If applicable, substitute certificates representing Original Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Original Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under “Special Delivery Instructions,” the undersigned hereby directs that the Exchange Notes be delivered to the undersigned at the address shown below the undersigned’s signature. The undersigned recognizes that Gardner Denver has no obligation pursuant to “Special Delivery Instructions” to transfer any Original Notes from a registered holder thereof if Gardner Denver does not accept for exchange any of the principal amount of such Original Notes so tendered.

By tendering Original Notes and executing this Letter of Transmittal, the undersigned, if not a participating broker-dealer, as defined below, hereby represents that: (1) the Exchange Notes acquired in the Exchange Offer are being obtained in the ordinary course of business of the person receiving the Exchange Notes, whether or not that person is the holder; (2) neither the holder nor any other person receiving the Exchange Notes is engaged in, intends to engage in or has an arrangement or understanding with any person to participate in a “distribution” (within the meaning of the Securities Act) of the Exchange Notes; and (3) neither the holder nor any other person receiving the Exchange Notes is an “affiliate” (within the meaning of the Securities Act) of Gardner Denver.

The undersigned acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission, or the “SEC”, as set forth in no-action letters issued to third parties, that the Exchange Notes issued pursuant to the Exchange Offer in exchange for the Original Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of Gardner Denver within the meaning of Rule 405 under the Securities Act), without compliance with the registration and Prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement with any person to participate in the distribution of such Exchange Notes.

However, the SEC has not considered the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and has no arrangement or understanding to participate in a distribution of Exchange Notes. If any holder is an affiliate of Gardner Denver, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (i) could not rely on the applicable interpretation of the staff of the SEC and (ii) must comply with the registration and Prospectus deliver requirements of the Securities Act in connection with any resale transaction.

If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a Prospectus meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of such Exchange Notes pursuant to the Exchange Offer. However, by so acknowledging and delivering a Prospectus, the undersigned will not be deemed to admit that it is an “underwriter” (within the meaning of the Securities Act). Any such broker-dealer is referred to as a participating broker-dealer.

Gardner Denver has agreed that, to the extent that any participating broker-dealer participates in the Exchange Offer, Gardner Denver shall use all commercially reasonable efforts to maintain the effectiveness of the registration statement of which the Prospectus forms a part, referred to as the exchange offer registration statement, for a period of 180 days following the consummation of the Exchange Offer as the same may be extended as provided in the registration rights agreement, which is referred to herein as the applicable period. Gardner Denver has also agreed that, subject to the provisions of the registration rights agreement, the Prospectus, as amended or supplemented, will be made available to participating broker-dealers for use in connection with offers to resell, resales or retransfers of Exchange Notes received in exchange for Original Notes pursuant to the Exchange Offer during the applicable period. Gardner Denver will advise each participating broker-dealer (i) when a Prospectus supplement or post-effective amendment has been filed or has become effective, (ii) of any request by the SEC for amendments or

5

supplements to the registration statement of the Prospectus or for additional information relating thereto, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the exchange offer registration statement or of the suspension by any state securities commission of the qualification of the Exchange Notes for offering or sale in any jurisdiction and (iv) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the exchange offer registration statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to exchanges in the exchange offer registration statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Any participating broker-dealer by tendering Original Notes and executing this Letter of Transmittal or effecting delivery of an agent’s message in lieu thereof, agrees that, upon receipt of notice from Gardner Denver of the existence of any fact of the kind described in (iii) and (iv) above, such participating broker-dealer will discontinue disposition of the Exchange Notes pursuant to the exchange offer registration statement until receipt of the amended or supplemented the Prospectus or until Gardner Denver has given notice that the use of the Prospectus may be resumed, as the case may be. If Gardner Denver gives such notice to suspend the sale of the Exchange Notes, it shall extend the 180-day period referred to above during which participating broker-dealers are entitled to use the Prospectus in connection with the resale of Exchange Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when participating broker-dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the Exchange Notes or to and including the date on which Gardner Denver has given notice that the sale of Exchange Notes may be resumed, as the case may be.

As a result, a participating broker-dealer that intends to use the Prospectus in connection with offers to resell, resales or retransfers of Exchange Notes received in exchange for Original Notes pursuant to the Exchange Offer must notify Gardner Denver, or cause Gardner Denver to be notified, on or prior to the Expiration Date, that it is a participating broker-dealer. Such notice may be given in the space provided above or may be delivered to the Exchange Agent at the address set forth in the Prospectus under “The Exchange Offer—Exchange Agent.”

The undersigned will, upon request, execute and deliver any additional documents deemed by Gardner Denver to be necessary or desirable to complete the sale, assignment and transfer of the Original Notes tendered hereby.

All authority conferred or agreed to be conferred herein and every obligation of the undersigned under this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus under “The Exchange Offer—Withdrawal Rights,” this tender is irrevocable.

6

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF ORIGINAL NOTES” ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX.

TO BE COMPLETED BY ALL TENDERING HOLDERS

(See Instructions 2 and 6)

PLEASE SIGN HERE

(Please Complete Substitute Form W-9 on Page 15 or a Form W-8; See Instruction 10)

Signature(s) of Holder(s) ___________________________________________________________________

Date: ______________________________________

(Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Original Notes tendered or on a security position listing or by person(s) authorized to become the registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 6.)

Name(s): _______________________________________________________________________

(Please Print)

Capacity (full title): __________________________________________________________

Address: ________________________________________________________________________

_________________________________________________________________________________

Area Code and Telephone No.: ____________________________________________________

Taxpayer Identification Number: ______________________________________________________

GUARANTEE OF SIGNATURE(S)

(Only If Required - See Instruction 2)

Authorized Signature:

Name:

(Please Type Or Print)

7

Title:

Name of Firm:

Address:

Area Code and Telephone No.:

Date:

SPECIAL ISSUANCE INSTRUCTIONS

(Signature Guarantee Required—See Instructions 2, 7 and 14)

TO BE COMPLETED ONLY if Exchange Notes or Original Notes not tendered or not accepted are to be issued in the name of someone other than the registered holder(s) of the Original Notes whose signature(s) appear(s) above, or if Original Notes delivered by book-entry transfer and not accepted for exchange are to be returned for credit to an account maintained at DTC other than the account indicated above.

Issue (check appropriate box(es))

[ ]Original Notes to:

[ ]Exchange Notes to:

Name____________________________________________________________________________

(Please Print)

Address____________________________________________________________________________

____________________________________________________________________________________

(Zip Code)

Taxpayer Identification No._________________________________________________________

8

SPECIAL DELIVERY INSTRUCTIONS

(Signature Guarantee Required—See Instructions 2, 7 and 14)

TO BE COMPLETED ONLY if Exchange Notes or Original Notes not tendered or not accepted are to be sent to someone other than the registered holder(s) of the Original Notes whose signature(s) appear(s) above, or to such registered holder at an address other than that shown above.

Deliver (check appropriate box(es))

[ ]Original Notes to:

[ ]Exchange Notes to:

Name____________________________________________________________________________

(Please Print)

Address____________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________

(Zip Code)

9

INSTRUCTIONS

Forming Part Of The Terms And Conditions Of The Exchange Offer

1.Delivery of Letter of Transmittal and certificates; guaranteed delivery procedures. This Letter of Transmittal is to be completed by a holder of Original Notes to tender such holder’s Original Notes either if (a) certificates are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in “The Exchange Offer—Procedures for Tendering Original Notes—Book-Entry Transfers” in the Prospectus and an agent’s message, as defined on page 2 hereof, is not delivered. Certificates or book-entry confirmation of transfer of Original Notes into the Exchange Agent’s account at DTC, as well as this Letter of Transmittal or a facsimile hereof, properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. If the tender of Original Notes is effected in accordance with applicable ATOP procedures for book-entry transfer, an agent’s message may be transmitted to the Exchange Agent in lieu of an executed Letter of Transmittal. Original Notes may be tendered in whole or in part in integral multiples of $1,000.

For purposes of the Exchange Offer, the term “holder” includes any participant in DTC named in a securities position listing as a holder of Original Notes. Only a holder of record may tender Original Notes in the Exchange Offer. Any beneficial owner of Original Notes who wishes to tender some or all of such Original Notes should arrange with DTC, a DTC participant or the record owner of such Original Notes to execute and deliver this Letter of Transmittal or to send an electronic instruction effecting a book-entry transfer on his or her behalf. See Instruction 6.

Holders who wish to tender their Original Notes and (i) whose certificates for the Original Notes are not immediately available or for whom all required documents are unlikely to reach the Exchange Agent on or prior to the Expiration Date or (ii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Original Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery” in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an eligible institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by Gardner Denver, must be received by the Exchange Agent on or prior to the Expiration Date; and (iii) the certificates for the Original Notes, or a book-entry confirmation, together with a properly completed and duly executed Letter of Transmittal or a facsimile hereof, or an agent’s message in lieu thereof, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery for all such tendered Original Notes, all as provided in “The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery” in the Prospectus.

The Notice of Guaranteed Delivery may be delivered by hand, facsimile, mail or overnight delivery to the Exchange Agent, and must include a guarantee by an eligible institution in the form set forth in such Notice of Guaranteed Delivery. For Original Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As used herein, “eligible institution” means a firm or other entity which is identified as an “Eligible Guarantor Institution” in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including a bank; a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; a credit union; a national securities exchange, registered securities association or clearing agency; or a savings association.

The method of delivery of certificates for the Original Notes, this Letter of Transmittal and all other required documents is at the election and sole risk of the tendering holder. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. No letters of transmittal or Original Notes should

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be sent to Gardner Denver. Delivery is complete when the Exchange Agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Exchange Agent.

Gardner Denver will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal or a facsimile hereof or by causing the transmission of an agent’s message, waives any right to receive any notice of the acceptance of such tender.

2. Guarantee of Signatures. No signature guarantee on this Letter of Transmittal is required if:

a. this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Original Notes) of Original Notes tendered herewith, unless such holder has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above; or

b. such Original Notes are tendered for the account of a firm that is an eligible institution.

In all other cases, an eligible institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 6.

3.Inadequate Space. If the space provided in the box captioned “Description of Original Notes” is inadequate, the certificate number(s) and/or the principal amount of Original Notes and any other required information should be listed on a separate, signed schedule which is attached to this Letter of Transmittal.

4.Partial Tenders (Not Applicable To Holders Who Tender By Book-Entry Transfer). If less than all the Original Notes evidenced by any certificate submitted are to be tendered, fill in the principal amount of Original Notes which are to be tendered in the “Principal Amount Tendered” column of the box entitled “Description of Original Notes” on page 2 of this Letter of Transmittal. In such case, new certificate(s) for the remainder of the Original Notes that were evidenced by your old certificate(s) will be sent only to the holder of the Original Notes as promptly as practicable after the Expiration Date. All Original Notes represented by certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. Tender of Original Notes will be accepted only in integral multiples of $1,000.

5.Withdrawal Rights. Except as otherwise provided herein, tenders of Original Notes may be withdrawn at any time on or prior to the Expiration Date. In order for a withdrawal to be effective on or prior to that time, a written notice of withdrawal must be timely received by the Exchange Agent at its address set forth above and in the Prospectus on or prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Original Notes to be withdrawn, identify the Original Notes to be withdrawn, including the total principal amount of Original Notes to be withdrawn, and where certificates for Original Notes are transmitted, the name of the registered holder of the Original Notes, if different from that of the person withdrawing such Original Notes. If certificates for the Original Notes have been delivered or otherwise identified to the Exchange Agent, then the tendering holder must submit the serial numbers of the Original Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of Original Notes tendered for the account of an eligible institution. If Original Notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under “The Exchange Offer—Procedures for Tendering Original Notes—Book-Entry Transfers,” the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Original Notes and the notice of withdrawal must be delivered to the Exchange Agent. Withdrawals of tenders of Original Notes may not be rescinded; however, Original Notes properly withdrawn may again be tendered at any time on or prior to the Expiration Date by following any of the procedures described in the Prospectus under “The Exchange Offer—Procedures for Tendering Original Notes.”

All questions regarding the form of withdrawal, validity, eligibility, including time of receipt, and acceptance of withdrawal notices will be determined by Gardner Denver, in its sole discretion, which determination of such questions and terms and conditions of the Exchange Offer will be final and binding on all parties. Neither Gardner Denver, any of its affiliates or assigns, the Exchange Agent nor any other person is under any obligation to give

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notice of any irregularities in any notice of withdrawal, nor will they be liable for failing to give any such notice.

Original Notes tendered by book-entry transfer through DTC that are withdrawn or not exchanged for any reason will be credited to an account maintained with DTC. Withdrawn Original Notes will be returned to the holder after withdrawal. The Original Notes will be returned or credited to the account maintained at DTC as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Any Original Notes which have been tendered for exchange but which are withdrawn or not exchanged for any reason will be returned to the holder thereof without cost to such holder.

6.Signatures On Letter Of Transmittal, Assignments And Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Original Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

If any Original Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Original Notes are registered in different name(s) on several certificates, it will be necessary to complete, sign and submit as many separate letters of transmittal or facsimiles hereof as there are different registrations of certificates.

If this Letter of Transmittal, any certificates or bond powers or any other document required by the Letter of Transmittal are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by Gardner Denver, must submit proper evidence satisfactory to Gardner Denver, in its sole discretion, of each such person’s authority so to act.

When this Letter of Transmittal is signed by the registered owner(s) of the Original Notes listed and transmitted hereby, no endorsement(s) of certificate(s) or separate bond power(s) are required unless Exchange Notes are to be issued in the name of a person other than the registered holder(s).

Signature(s) on such certificate(s) or bond power(s) must be guaranteed by an eligible institution.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Original Notes listed, the certificates must be endorsed or accompanied by appropriate bond powers, signed exactly as the name or names of the registered owner(s) appear(s) on the certificates, and also must be accompanied by such opinions of counsel, certifications and other information as Gardner Denver or the trustee for the Original Notes may require in accordance with the restrictions on transfer applicable to the Original Notes. Signatures on such certificates or bond powers must be guaranteed by an eligible institution.

7.Special Issuance And Delivery Instructions. If Exchange Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if Exchange Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. In the case of issuance in a different name, the U.S. taxpayer identification number of the person named must also be indicated. A holder of Original Notes tendering Original Notes by book-entry transfer may instruct that Original Notes not exchanged be credited to such account maintained at DTC as such holder may designate. If no such instructions are given, certificates for Original Notes not exchanged will be returned by mail to the address of the signer of this Letter of Transmittal or, if the Original Notes not exchanged were tendered by book-entry transfer, such Original Notes will be returned by crediting the account indicated on page 2 above maintained at DTC. See Instruction 6.

8.Irregularities. Gardner Denver will determine, in its sole discretion, all questions regarding the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered Original Notes, which determination and interpretation of the terms and conditions of the Exchange Offer will be final and binding on all parties. Gardner Denver reserves the absolute right, in its sole and absolute discretion, to reject any

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tenders determined to be in improper form or the acceptance of which, or exchange for which, may, in the view of counsel to Gardner Denver, be unlawful. Gardner Denver also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under “The Exchange Offer—-Conditions to the Exchange Offer” or any condition or irregularity in any tender of Original Notes by any holder, whether or not we waived similar conditions or irregularities in the case of other holders. Gardner Denver’s interpretation of the terms and conditions of the Exchange Offer, including this Letter of Transmittal and the instructions hereto, will be final and binding on all parties. A tender of Original Notes is invalid until all defects and irregularities have been cured or waived. Neither Gardner Denver, any of its affiliates or assigns, the Exchange Agent nor any other person is under any obligation to give notice of any defects or irregularities in tenders nor will they be liable for failure to give any such notice.

9.Questions, Requests For Assistance And Additional Copies. Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Letter of Transmittal, the Notice of Guaranteed Delivery and Forms W-8 may be obtained from the Exchange Agent at the address and telephone/ facsimile numbers indicated above, or from your broker, dealer, commercial bank, trust company or other nominee.

10.           Backup Withholding; Substitute Form W-9; Form W-8. Under the United States federal income tax laws, interest paid to holders of Exchange Notes received pursuant to the Exchange Offer may be subject to backup withholding. Generally, such payments will be subject to backup withholding unless the holder (i) is exempt from backup withholding or (ii) furnishes the payer with its correct taxpayer identification number (“TIN”) and provides certain certifications. If backup withholding applies, Gardner Denver may be required to withhold at the applicable rate on interest payments made to a holder of Exchange Notes. Backup withholding is not an additional tax. Rather, the amount of backup withholding is treated as an advance payment of a tax liability, and a holder’s U.S. federal income tax liability will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained by the holder from the Internal Revenue Service (the “IRS”).

To avoid backup withholding, a holder should notify the Exchange Agent of its correct TIN by completing the Substitute Form W-9 below and certifying on Substitute Form W-9 that the TIN provided is correct (or that the holder is awaiting a TIN). In addition, a holder is required to certify on Substitute Form W-9 that (i) the holder is exempt from backup withholding, or (ii) the holder has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified the holder that the holder is no longer subject to backup withholding. Consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for guidelines on completing the Substitute Form W-9. If the Exchange Agent is provided with an incorrect TIN or the holder makes false statements resulting in no backup withholding, the holder may be subject to penalties imposed by the IRS.

Certain holders (including, among others, corporations and certain foreign individuals) may be exempt from these backup withholding requirements. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for further information regarding exempt holders. Exempt holders should furnish their TIN, check the box in Part 4 of the Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the Exchange Agent. If the holder is a nonresident alien or foreign entity not subject to backup withholding, such holder should submit an appropriate completed IRS Form W-8, signed under penalties of perjury, attesting to the holder’s foreign status, instead of the Substitute Form W-9. The appropriate Form W-8 can be obtained from the Exchange Agent upon request.

11.Waiver Of Conditions. Gardner Denver reserves the absolute right to waive satisfaction of any or all conditions, completely or partially, enumerated in the Prospectus.

12.No Conditional Tenders. No alternative, conditional or contingent tenders will be accepted. All tendering holders of Original Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of Original Notes for exchange.

None of Gardner Denver, the Exchange Agent or any other person is obligated to give notice of any defect or irregularity with respect to any tender of Original Notes nor shall any of them incur any liability for failure to give any such notice.

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13.Mutilated, Lost, Destroyed Or Stolen Certificates. If any certificate(s) representing Original Notes have been mutilated, lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been followed.

14.Security Transfer Taxes. Except as provided below, holders who tender their Original Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, (i) Exchange Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Original Notes tendered, (ii) tendered Original Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or (iii) a transfer tax is imposed for any reason other than the exchange of Original Notes in connection with the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. The Exchange Agent must receive satisfactory evidence of the payment of such taxes or exemption there from or the amount of such transfer taxes will be billed directly to the tendering holder.

Except as provided in this Instruction 14, it is not necessary for transfer tax stamps to be affixed to the Original Notes specified in this Letter of Transmittal.

15.Incorporation Of Letter Of Transmittal. This Letter of Transmittal shall be deemed to be incorporated in any tender of Original Notes by any DTC participant effected through procedures established by DTC and, by virtue of such tender, such participant shall be deemed to have acknowledged and accepted this Letter of Transmittal on behalf of itself and the beneficial owners of any Original Notes so tendered.

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Substitute Form W-9Payer’s Request for Taxpayer Identification Number (TIN)
Part 1 — PLEASE PROVIDE YOUR TIN IN THE APPROPRIATE SPACE TO THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Payee’s Name and Address:		Social security number or _____________/_____________/______________ Employer identification number _________--_________________________
Part 2 — Certification — Under penalties of perjury, I certify that: (1)    The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2)    I am not subject to backup withholding because (i) I am exempt from backup withholding, (ii) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding, and (3)    I am a U.S. person (including a U.S. resident alien). Certificate Instructions— You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you received a notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2). _______________________________________________                   Date________________________________________ Signature                                                                                (include year) _______________________________________________ Name (Please Print)
Part 3 -- Awaiting TIN         [ ]	Part 4 – Exempt from backup withholding    [ ]

NOTE:FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF TAX ON ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN

PART 3 OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days, all reportable payments made to me thereafter will be subject to backup withholding tax until I provide a number.

_______________________________________________                   Date________________________________________

Signature                                                                 (include year)

_______________________________________________

Name (Please Print)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines For Determining the Proper Identification Number to Give the Payer – Social Security Numbers (“SSNs”) have nine digits separated by two hyphens: i.e., 000-00-000. Employer Identification Numbers (“EINs”) have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

For this type of account:	Give the NAME and SOCIAL SECURITY NUMBER or EMPLOYER IDENTIFICATION NUMBER of----	For this type of account:	Give the NAME And EMPLOYER IDENTIFICATION NUMBER of----
1. Individual	The individual	6. A valid trust, estate, or pension trust	Legal entity (4)
2. Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)	7. Corporation or LLC electing corporate status on Form 8832	The corporation
3. Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)	8. Association, club, religious, charitable, educational or other tax-exempt organization	The organization
4. a. The usual revocable savings trust (grantor is also trustee) b. The so-called trust account that is not a legal or valid trust under State law	The grantor-trustee (1) The actual owner (1)	9. Partnership or multi-member LLC	The partnership or LLC
5. Sole proprietorship or single-owner LLC	The owner (3)	10. A broker or registered nominee	The broker or nominee

(1) List first and circle the name of the person whose SSN you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s SSN.

(3) You must show your individual name and you may also enter your business or “doing business as” name. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, the Internal Revenue Service encourages you to use your SSN.

(4) List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title).

NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER

ON SUBSTITUTE FORM W-9

Page 2

Purpose of Form

A person who is required to file an information return with the IRS must get your correct Taxpayer Identification Number (“TIN”) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 to give your correct TIN to the requester (the person requesting your TIN) and, when applicable, (1) to certify the TIN you are giving is correct (or you are waiting for a number to be issued), (2) to certify you are not subject to backup withholding, or (3) to claim exemption from backup withholding if you are an exempt payee. The TIN provided must match the name given on the Substitute Form W-9.

A. How to Get a TIN

If you do not have a TIN, apply for one immediately. To apply for an SSN, obtain Form SS-5, Application for a Social Security Card, at the local office of the Social Security Administration or get this form on-line at www.ssa.gov/online/ss-5.pdf. You may also get this form by calling 1-800-772-1213. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer ID Numbers under Related Topics. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS web site at www.irs.gov.

If you do not have a TIN, check the “Applied For” box in Part 3, sign and date the form, and give it to the payer. Also sign and date the “Certificate of Awaiting Taxpayer Identification Number.” For interest and dividend payments and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the payer. If the payer does not receive your TIN within 60 days, backup withholding, if applicable, will begin and continue until you furnish your TIN.

Note: Checking the “Applied For” box on the form means that you have already applied for a TIN OR that you intend to apply for one soon. As soon as you receive your TIN, complete another Form W-9, include your TIN, sign and date the form, and give it to the payer.

CAUTION: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

B. Payees Exempt from Backup Withholding

Individuals (including sole proprietors) are NOT exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note: If you are exempt from backup withholding, you should still complete Substitute Form W-9 to avoid possible erroneous backup withholding. If you are exempt, enter your name and correct TIN in Part 1, check the “Exempt” box in Part 4, and sign and date the form. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8, Certificate of Foreign Status.

The following is a list of payees that may be exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except for those listed in item (9). For broker transactions, payees listed in (1) through (13) and any person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7). However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: (i) medical and health care payments, (ii) attorneys’ fees, and (iii) payments for services paid by a federal executive agency. Only payees described in items (1) through (5) are exempt from backup withholding for barter exchange transactions and patronage dividends.

(1) An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under section 403(b)(7), if the account satisfies the requirements of section 401(f)(2).

(2) The United States or any of its agencies or instrumentalities.

(3) A state, the District of Columbia, a possession of the United States, or any of their subdivisions or instrumentalities.

(4) A foreign government, a political subdivision of a foreign government, or any of their agencies or instrumentalities.

(5) An international organization or any of its agencies or instrumentalities.

(6)	A corporation.
(7)	A foreign central bank of issue.

(8) A dealer in securities or commodities registered in the United States, the District of Columbia, or a possession of the United States.

(9) A futures commission merchant registered with the Commodity Futures Trading Commission.

(10) A real estate investment trust.

(11) An entity registered at all times during the tax year under the Investment Company Act of 1940.

(12) A common trust fund operated by a bank under section 584(a).

(13) A financial institution.

(14) A middleman known in the investment community as a nominee or custodian.

(15) An exempt charitable remainder trust, or a non-exempt trust described in section 4947.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE “EXEMPT” BOX IN PART 4 ON THE FACE OF THE FORM IN THE SPACE PROVIDED, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Certain payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N, and their regulations.

Privacy Act Notice. Section 6109 of the Internal Revenue Code requires you to give your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to federal and state agencies to enforce federal nontax criminal laws and to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to a payer. The penalties described below may also apply.

C. Penalties

Failure to Furnish TIN. If you fail to furnish your correct TIN to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil Penalty for False Information With Respect to Withholding. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the payer discloses or uses TINs in violation of federal law, the payer may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE SERVICE.

EX-99.2

Exhibit 99.2

Notice of Guaranteed Delivery

Gardner Denver, Inc.

Offer For All Outstanding

8% Senior Subordinated Notes Due 2013

in exchange for

8% Senior Subordinated Notes Due 2013

which have been registered under the

Securities Act of 1933, as amended

Pursuant to the Prospectus dated , 2005

This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer, as defined below, if (i) certificates for Gardner Denver, Inc.’s (the “Company”) 8% Senior Subordinated Notes due 2013, referred to as the Original Notes, are not immediately available or if all required documents are unlikely to reach The Bank of New York Trust Company, N.A., a national association, the Exchange Agent, on or prior to the expiration date, as defined below; or (ii) a book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand, facsimile, mail or overnight carrier to the Exchange Agent. See “The Exchange Offer—Procedures for Tendering Original Notes” in the Prospectus. In addition, in order to utilize the guaranteed delivery procedure to tender old notes pursuant to the Exchange Offer, (a) a properly completed and duly executed Notice of Guaranteed Delivery must be delivered on or prior to the expiration date and (b) a properly completed and duly executed Letter of Transmittal relating to the old notes or a facsimile thereof, or an agent's message in lieu thereof, together with the old notes tendered hereby in proper form for transfer or confirmation of the book-entry transfer of such old notes to the Exchange Agent's account at The Depository Trust Company, must be received by the Exchange Agent within three (3) New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery. Unless indicated otherwise, capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus or the Letter of Transmittal, as the case may be.

The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New York City time, on , 2005, unless extended (the “Expiration Date”). Tenders may be withdrawn prior to 5:00 p.m., New York City time, on the Expiration Date.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Trust Company, N.A.

By Registered or Certified Mail, Hand Delivery or Overnight Delivery: The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street - 7 East New York, New York 10286 Attn: Mr. Kin Lau Telephone: (212) 815-3750 Facsimile Transmissions: (212) 298-1915 Confirmation by Telephone: (212) 815-3750 Attn: Mr. Kin Lau

Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of this Notice of Guaranteed Delivery via facsimile to a number other than as set forth above will not constitute a valid delivery.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “eligible institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to Gardner Denver, Inc., a Delaware corporation, upon the terms and subject to the conditions set forth in the Prospectus dated                , 2005, as the same may be amended or supplemented from time to time, and the related Letter of Transmittal, which together constitute the Exchange Offer, receipt of which is hereby acknowledged, the aggregate principal amount of Original Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer—Procedures for Tendering Original Notes—Guaranteed Delivery.”

Aggregate Principal Amount Tendered*_________________________________________________________

Name of Registered Holder(s)__________________________________________________________________

Certificate No(s). (if available)_________________________________________________________________

Total Principal Amount Represented by Original Note Certificate(s) ________________________________

If Original Notes will be tendered by book-entry transfer, provide the following information:

DTC Account Number:_______________________________________________________________________

Date:_______________________________________________________________________________________

*Must be in integral multiples of $1,000.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

PLEASE SIGN AND COMPLETE

Signature of Registered Holder(s) or Authorized Signatory:

Name(s) of Registered Holder(s):

Date:

Address:

Area Code and Telephone No.

The Notice of Guaranteed Delivery must be signed by the holder(s) of the Original Notes exactly as their name(s) appear on certificates for the Original Notes or on a security position listing as the owner of the Original Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, that person must provide the following information, and unless waived by the Company, provide proper evidence satisfactory to the Company of such person’s authority to act.

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)

The undersigned, a firm which is a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., a bank, trust company or other nominee having an office or correspondent in the United States or another eligible guarantor institution (as defined in the Prospectus), hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, the Letter of Transmittal, together with the Original Notes tendered hereby in proper form for transfer or confirmation of the book-entry transfer of such Original Notes to the Exchange Agent’s account at DTC, pursuant to the procedures for book-entry transfer set forth in the Prospectus, together with any other documents required by the Letter of Transmittal, within three trading days for the New York Stock Exchange after the date of execution of this Notice of Guaranteed Delivery.

The undersigned acknowledges that (1) it must deliver to the Exchange Agent the Letter of Transmittal or a facsimile thereof, or an agent’s message in lieu thereof, and the Original Notes tendered hereby in proper form for transfer or confirmation of the book-entry transfer of such Original Notes to the Exchange Agent’s account at DTC within the time period set forth above and (2) that failure to do so could result in a financial loss to the undersigned.

Name of Firm:

Address:

(Include Zip Code)

Area Code and Telephone Number:

Authorized Signature:

Name:

(Please Print)

Title:

Dated: _______________________

Do not send certificates for Original Notes with this form. Actual surrender of certificates for Original Notes must be made pursuant to, and be accompanied by, an executed Letter of Transmittal.

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1.Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery must be received by the Exchange Agent at one of its addresses set forth in this Notice of Guaranteed Delivery before the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder of Original Notes, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, we recommend registered mail with return receipt required, properly insured. As an alternative to delivery by mail, holders may wish to use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see the Prospectus and Instruction 1 of the Letter of Transmittal.

2.Signatures on this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Original Notes referred to in this Notice of Guaranteed Delivery, the signatures must correspond exactly with the name(s) written on the face of the Original Notes without alteration, enlargement, or any change whatsoever.

If this Notice of Guaranteed Delivery is signed by a participant of DTC whose name appears on a security position listing as the owner of the Original Notes, the signature must correspond with the name shown on the security position listing as the owner of the Original Notes.

If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Original Notes listed or a participant of DTC whose name appears on a security position listing as the owner of the Original Notes, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed exactly as the name(s) of the registered holder(s) appear(s) on the Original Notes or signed as the name of the participant is shown on DTC’s security position listing, and also must be accompanied by such opinions of counsel, certifications and other information as Gardner Denver or the trustee for the Original Notes may require in accordance with the restrictions on transfer applicable to the Original Notes.

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and submit the Notice of Guaranteed Delivery evidence satisfactory to the Company of the person’s authority to so act.

3.Questions, Requests For Assistance And Additional Copies. Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Notice of Guaranteed Delivery. Additional copies of the Prospectus, the Letter of Transmittal, the Notice of Guaranteed Delivery and Forms W-8 may be obtained from the Exchange Agent at the address and telephone/ facsimile numbers indicated above, or from your broker, dealer, commercial bank, trust company or other nominee.

EX-99.3

Exhibit 99.3

GARDNER DENVER, INC.

Offer For All Outstanding

8% Senior Subordinated Notes Due 2013

in exchange for

8% Senior Subordinated Notes Due 2013

which have been registered under the

Securities Act of 1933, as amended

Pursuant to the Prospectus dated , 2005

The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New York City Time, on , 2005, unless extended (the “Expiration Date”). Tenders may be withdrawn prior to 5:00 p.m., New York City time, on the Expiration Date.

To Securities Dealers, Brokers, Commercial Banks, Trust Companies and Other Nominees:

Gardner Denver, Inc., a Delaware corporation (the “Company”), is offering to exchange an aggregate principal amount of up to $125,000,000 of its 8% Senior Subordinated Notes due 2013, referred to as the Exchange Notes, for a like principal amount of its 8% Senior Subordinated Notes due 2013, referred to as the Original Notes, upon the terms and subject to the conditions set forth in the Prospectus dated                , 2005 and in the related Letter of Transmittal and the instructions thereto.

Enclosed herewith are copies of the following documents:

1. The Prospectus;

2. The Letter of Transmittal for your use and for the information of your clients, including a substitute Internal Revenue Service Form W-9 for collection of information relating to backup federal income tax withholding;

3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer with respect to Original Notes in certificated form or Original Notes accepted for clearance through the facilities of the Depository Trust Company, or DTC, if (i) certificates for Original Notes are not immediately available or all required documents are unlikely to reach the Exchange Agent on or prior to the Expiration Date or (ii) a book-entry transfer cannot be completed on a timely basis;

4. A form of letter which may be sent to your clients for whose account you hold the Original Notes in your name or in the name of a nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer; and

5. Return envelopes addressed to The Bank of New York, Corporate Trust Operations, the Exchange Agent for the Exchange Offer.

Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on , 2005, unless extended. We urge you to contact your clients as promptly as possible.

The Company has not retained any dealer-manager in connection with the Exchange Offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the Exchange Agent, for soliciting tenders of the Original Notes pursuant to the Exchange Offer. You will be reimbursed by the Company for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients and for handling or tendering for your clients.

Additional copies of the enclosed materials may be obtained by contacting the Exchange Agent as provided in the enclosed Letter of Transmittal.

Very truly yours,

GARDNER DENVER, INC.

Enclosures

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER OTHER THAN THOSE STATEMENTS CONTAINED IN THE DOCUMENTS ENCLOSED HEREWITH.

The Exchange Offer is not being made to, and the tender of Original Notes will not be accepted from or on behalf of, holders in any jurisdiction in which the making or acceptance of the Exchange Offer would not be in compliance with the laws of such jurisdiction.

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EX-99.4

Exhibit 99.4

GARDNER DENVER, INC.

Offer For All Outstanding

8% Senior Subordinated Notes Due 2013

in exchange for

8% Senior Subordinated Notes Due 2013

which have been registered under the

Securities Act of 1933, as amended

Pursuant to the Prospectus dated , 2005

The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New York City Time, on , 2005, unless extended (the “Expiration Date”). Tenders may be withdrawn prior to 5:00 p.m., New York City time, on the Expiration Date.

To Our Clients:

Enclosed for your consideration is a Prospectus dated                , 2005 and the related Letter of Transmittal and instructions thereto in connection with the offer, referred to as the Exchange Offer, of Gardner Denver, Inc., a Delaware corporation (the “Company”), to exchange an aggregate principal amount of up to $125,000,000 of its 8% Senior Subordinated Notes due 2013, referred to as the Exchange Notes, for a like principal amount of its issued and outstanding 8% Senior Subordinated Notes due 2013, referred to as the Original Notes, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

We are the registered holder of Original Notes held by us for your account. A tender of any such Original Notes can be made only by us as the registered holder and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Original Notes held by us for your account.

Accordingly, we request instructions as to whether you wish us to tender any or all such Original Notes held by us for your account pursuant to the terms and conditions set forth in the Prospectus and the Letter of Transmittal. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us to tender your Original Notes.

Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Original Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00p.m., New York City time, on , 2005, unless extended. Original Notes tendered pursuant to the Exchange Offer may be withdrawn only under the circumstances described in the Prospectus and the Letter of Transmittal.

Your attention is directed to the following:

1. The Exchange Offer is for the entire aggregate principal amount of outstanding Original Notes.

2.        Consummation of the Exchange Offer is conditioned upon the terms and conditions set forth in the Prospectus under the captions “The Exchange Offer–Terms of the Exchange Offer” and “The Exchange Offer–Conditions to the Exchange Offer.”

3.        Tendering holders may withdraw their tender at any time until 5:00 p.m., New York City time, on the Expiration Date.

4.        Any transfer taxes incident to the transfer of Original Notes from the tendering holder to the Company will be paid by the Company, except as provided in the Prospectus and the instructions to the Letter of Transmittal.

5.        The Exchange Offer is not being made to, nor will the surrender of Original Notes for exchange be accepted from or on behalf of, holders of Original Notes in any jurisdiction in which the Exchange Offer or acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

6.        The acceptance for exchange of Original Notes validly tendered and not withdrawn and the issuance of Exchange Notes will be made as soon as practicable after the Expiration Date.

7.        The Company expressly reserves the right, in its reasonable discretion and in accordance with applicable law, (i) to delay accepting any Original Notes, (ii) to terminate the Exchange Offer and not accept any Original Notes for exchange if it determines that any of the conditions to the Exchange Offer, as set forth in the Prospectus, have not occurred or been satisfied, (iii) to extend the expiration date of the Exchange Offer and retain all Original Notes tendered in the Exchange Offer other than those notes properly withdrawn, or (iv) to waive any condition or to amend the terms of the Exchange Offer in any manner. In the event of any extension, delay, non-acceptance, termination, waiver or amendment, the Company will as promptly as practicable give oral or written notice of the action to the Exchange Agent and make a public announcement of such action. In the case of an extension, such announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

8.        Consummation of the Exchange Offer may have adverse consequences to non-tendering Original Note holders, including that the reduced amount of outstanding Original Notes as a result of the Exchange Offer may adversely affect the trading market, liquidity and market price of the Original Notes.

If you wish to have us tender any or all of the Original Notes held by us for your account, please so instruct us by completing, executing and returning to us the instruction form that follows.

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GARDNER DENVER, INC.

INSTRUCTIONS REGARDING THE EXCHANGE OFFER

WITH RESPECT TO THE

$125,000,000 OF 8% SENIOR SUBORDINATED NOTES DUE 2013

(“ORIGINAL NOTES”)

THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF YOUR LETTER AND THE ENCLOSED DOCUMENTS REFERRED TO THEREIN RELATING TO THE EXCHANGE OFFER OF GARDNER DENVER, INC. WITH RESPECT TO THE ORIGINAL NOTES.

THIS WILL INSTRUCT YOU WHETHER TO TENDER THE PRINCIPAL AMOUNT OF ORIGINAL NOTES INDICATED BELOW HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED PURSUANT TO THE TERMS OF AND CONDITIONS SET FORTH IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

[ ] Please tender the Original Notes held by you for my account, as indicated below.

[ ]Please do not tender any Original Notes held by you for my account.

Type	Aggregate Principal Amount Held for Account of Holder(s)	Principal Amount to be Tendered*
8% Senior Subordinated Notes due 2013

* UNLESS OTHERWISE INDICATED, SIGNATURE(S) HEREON BY BENEFICIAL OWNER(S) SHALL CONSTITUTE AN INSTRUCTION TO THE NOMINEE TO TENDER ALL ORIGINAL NOTES OF SUCH BENEFICIAL OWNER(S).

SIGN HERE

Signature(s)

Please print name(s)

Address

Area Code and Telephone Number

Tax Identification or Social Security Number

My Account Number with You

Date

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