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1 • Ii�L&rcu e1/L9 13:45 1991 AT 7 2211212 PACE 6 (PRINTED PACE ) <br /> �.: APR 29 191 0114 DFIIVERIESSTATE or DLLAWAIIL p.6 <br /> eLCIIrTAIIr or STATE <br /> 1 DIvIsIOM or COI1POIlATI:IMS <br /> rILLD 10100 M 04/29/1991 <br /> 911193043 - 046137 <br /> CXRTI7ICATZ 07 0M RSTIP AND NEROIR <br /> xsROI)(a <br /> NOOTMST3Rx CERi)rr LNTLRPRIYLi, INC. <br /> INTO <br /> YOQTHDOXV, INC. <br /> (PURSUANT TO SECTION 253 OF THE GEI:ERAL <br /> CORPORATION LAN OF THE STATE OF DELAWARE) <br /> Southdown, :rc. , a Louisiana corporation (the <br /> "Corporation") , pursuant to Section 112(G) of the Louisiana <br /> Business Corporation Law (the "LBCL") ird Section 253 of the <br /> General Corporation Law of the State of Delaware (the "GCL"; , <br /> FIRS:: That the corporation is incorporated <br /> pursuant to the LBCL, the provisions of which permit the <br /> merger of a subsidiary corporation of another state into a <br /> Louisiana parent corporatlonl <br /> SECOND: That the Corporation owns of record all <br /> outstanding shares of each class of the capital stock of <br /> Southwestern Cement Enterprises, Inc. , a Delaware corporation <br /> ("SCEI") Incorporated pursuant to the GCL, the provisions of <br /> which permit subsidiary Delaware corporations to r..orga into <br /> foreign parent corporations, when the laws of the foreign <br /> jurisdiction so allow: <br /> THIRD: That the Corp or¢LL1ont by the following <br /> resolutions duly adopted by a du1N appointed committee of its <br /> Board of Directors at E-1 p a,n,lllon April 2q , 1991, deter- <br /> mined to merge SCEI into Itself on the conditions set forth <br /> in such resolutions: <br /> RESOLVED, that Southdown, Inc. merge into itself <br /> its subsidiary, Southwestern Cement Enterprises, <br /> Inc. , and as the surviving corporation, Southdown, <br /> Inc. will assume all of said subsidiary's <br /> liabilities and obligations; and further <br /> RESOLVED, that the President or any Vice President <br /> and the secretary or any Assistant Secretary of <br /> Southdown, Inc. be and tk y hereby are directed to <br /> cake, execute and acknowledge a certificate of <br /> Ownership and Herqur, which shall state the date of <br /> adoption of these resolutions, and shall set forth <br /> a copy Of the resolutions to merge said <br /> Southwestern Cement Enterprises , Inc, Into <br /> Southdown, Inc, (which assumes thereby said <br /> subsidiary's liabilities and obligations) , and said <br /> officers are dlracted to fire such certificate in <br /> the office of the secretary of State of the State <br />