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STATE OF DELAWARE <br /> SECRETARY OF STATE <br /> DIVISION OF CORPORATIONS <br /> FILED 11.49 AM 2211012001 <br /> 010642862 - 2099077 <br /> CERTIFICATE OF OWNERSHIP AND MERGER <br /> MERGING <br /> WESTERN-A'IOBILE NORTHERN,INC. <br /> (a Delaware corporation) <br /> INTO <br /> WESTERN MOBILE,INC. <br /> (a Delaware corporation) <br /> Pursuant to Section 253 of the <br /> Delaware General Corporation Law <br /> WESTERN MOBILE, INC. ("Westem"), a corporation organized and existing under the <br /> la,.vs of the State of Delaware,does hereby certify that: <br /> FIRST: Western was organized pursuant to the provisions of the Delaware General <br /> Corporation Law on August 18, 1986.. <br /> SECOND: Western owns all of the outstanding shares of the capital stock of Western- <br /> Mobile Northern, Inc. ("Northem"), a corporation organized pursuant to the provisions of the <br /> Delaware General Corporation Law on May 9, 1989. <br /> THIRD: Attached hereto as Exhibit A is a copy of a unanimous written consent of the <br /> directors of Western dated November 15,2001,pursuant to which the board of'directors of Western <br /> has determined to merge Northern with and into Western in accordance with Section 253 of the <br /> Delaware General Corporation Law. <br /> FOURTH: Western will survive the merger and its Articles of Incorporation will not be <br /> changed or amended as a result of the merger. <br /> FIFTH: The merger will become effective on December 31, 2001 at 4:55 p.m. <br /> eastern standard time. <br /> SIXTH: The executed agreement of merger is on file at Western office located at: <br /> 12.950 Worldgate Drive,Suite 500 <br /> Hemdon,Virginia 20170 <br />