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FEB 27 '01 17:33 F: I L PRTTFRSOW13 221 14% To e230S#999999#9S9 P.02/04
<br /> •
<br /> FOX MCKEITHEN
<br /> Secretary of State
<br /> Receivet ffhd,,,
<br /> ARTIM OF AMHNDMENT TO ¢ STATE OF TEXAS DATE
<br /> RESTATED ARTICLES OF § COUNT'Y OF HARMS
<br /> INCORPORAMON OF § C3TY OF HOUSTON
<br /> SOUTHDOWN.INC. §
<br /> BE IT KNOWN,That arm this 27th day of Febtumy,2001,
<br /> BBFORE. ME, EVA Cvo ra bo a Notary Public, duly
<br /> eommitisioned sad qualified in and for the Cotmty of Harris,State of Texas,and ar the phxseaee
<br /> of the witnesses hereinafter named and tmdmdpcd:
<br /> PMONALLY CAME AND APPEARED:
<br /> Gt�.er�.ra PEAL& and jhu, SIMEDME appearing hminand
<br /> acting for Southdown,Inc. (of wbieh caWntion they are,respeedvely,€=._tl u. T3usrDjreT
<br /> and Am-r. 5aetlx ay ). a corporation organized and existing wider the laws of the
<br /> Statc of Louisiana,domiciled in the Parish of Orleans, State of Louisiana,argmlizsd by Articles
<br /> of Incorporation et$etive April 4, 1930, wbieh Articles, as amtmded,were re"140d F'su"It to
<br /> Restated Articles of Ioemporation effective September 15, 1993, and f z*a amended as of
<br /> April 10, 1997,December 2, 1987, AA 23, 1989, May 23, 1998, March 4, 1991, January 25,
<br /> 1994, ]use 26, 1998,end July 17, 1999 rCorpotation'j,who declared that purmane to Sestinas
<br /> 31 and 32 of the Ia tisiaaa Busbiese Corporation Law,resolutions of the Bond of Directors of
<br /> the Corporation adopted by uaaakwus written consent dated February 26,2001 and resolution
<br /> of the sole shareholder of the Ceaporadon,they Low appear for the purpose of mreeu ft this act
<br /> of amendment sad putting into hmtheetia form the amen mmi ao adopted by the Board of
<br /> Directors and the sole shareholder of the Cceporatim.
<br /> AI ID THE SAID APt°EARERS.a fweer declare that by a oasmimons voto of the Board of
<br /> Dhcctora of the Corporation and that all of the outsisading ,bares of capital stock of the
<br /> Corpomtiom were voted by the sole ehmvholder of said t raaporatim in Aver of the tbllov&g
<br /> mtendmmt,imd it was:
<br /> RESOLVED, that ATdcle I of the Restated Articles of Incorporation, as amended of
<br /> Southdown,Inc.be amended so tbai;
<br /> 1. The sole paragraph appeft tmdcr Article I is hereby deleted and there is
<br /> substimtzd in its place the following:
<br /> The mate of the corporation aball be C:EN=Inc.
<br /> APPEAKERS FURTIMR stated that all of the shares of the Corporation have par value;
<br /> that the Corporation is authorized to issue 210,000,000 shares, of which 200,000,000 arc
<br /> onmmoa shales of the par value of S125 and 10,000,000 are preferred sbaree of the par value of
<br /> $0.05 per sham
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