2022-09-07_REVISION - M1987171

• Permit No: M1987171
• IBM Index Class Name: Revision
• Doc Date: 9/7/2022
• Doc Name: Request for Technical Revision
• From: Kiewit
• To: DRMS
• Type & Sequence: TR4
• Email Name: TC1
• Email Name: MAC
• Email Name: AWA
• Media Type: D
• Archive: No

Dec- 16, 2016 10:34AM No- 0653 P. 2/3 -
State of Debware Step#32
secreury of state DtvWon of Cotpotatloae CERTIFICATE OF OWNERSHIP.AND MERGER
Delivered 11:29 AM 12/16/2016 MERGING
FILED 11:29 A 112/16/2016
SR 20167119863 - ReNumber 937630 II!WIT WESTERN Co.
WITH AND INTO
KIEWIT INIMASTRUC11M WEST CO.
(Pursuant to Section 253 of the General Corporation Law of the State of Delaware)
Kiewit Infiastructure West Co., a Delaware corporation (the does hereby
certify to the following facts relating to the merger (the "ate e>a� of Kiewit Western Co., a
Delaware corporation (the "Subs with and into the Corporation, with the Corporation
remaining as the surviving corporation:
FWT: The Corporation,is formed pursuant to the General Corporation Law of the State
of Delaware. The Subsidiary is incorporated pursuant to the General Corporation Law of the
State of Delaware.
SECOND: The Corporation owns all of the outstanding shares of each class of capital
stock of the Subsidiary.
THIRD: The Board of Directors of the Corporation, by the following resolutions duly
adopted on December 16, 2016, determined to merge the Subsidiary with and into the
Corporation pursuant to Section 253 of the General Corporation Law of the State of Delaware:
WHEREAS Kiewit Infrastructure West Co., a Delaware corporation (the
"CC ration") owns all of the outstanding shares of each class of capital stock of
Kiewit Western Co,,a Delaware corporation.(the"Subs' ! ');and
WHEREAS, the Board of Directors of the Corporation has deemed it
advisable that the Subsidiary be merged with and into the Corporation pursuant to
Section 253 of the General Corporation Law of the State of Delaware in a
transaction intended to qualify as a tax-free "liquidation" within the meaning of
Sections 332 and 337 of the Internal Revenue Code of 1986,as amended;
NOW, THEREFORE, BE IT RESOLVED,that effective on December 31,
2016 (the "Effective Time', the Subsidiary shall be merged with and into the
Corporation(the"Merlre, ), with the Corporation being the surviving corporation
of the Merger; and be it further
RESOLVED, that by virtue of the Merger, at the Effective Time, each
share of the common stock of the Subsidiary that are issued and outstanding
immediately before the Effective Time shall be cancelled and extinguished; and
be it further
RESOLVED,that all of the issued and outstanding shares of the common
stock of the Corporation existing immediately before the Effective Time shall
remain unchanged and unaffected by the Merger,and be it further