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nccc,rcu e1/Z9 13:4S 1991 AT 713ZZ11212 APR 29 191 01:42PM PAGE 6 (PAINTED PACE 6)S�IVERIES ATE or DELAWAaE P.r <br /> TART Or STATE <br /> 1 DIV1310m or COR9ORATI.'1NS <br /> PILED 10100 AM 04/29/1991 <br /> 911195043 - $46137 <br /> C=RTI7ICATs or ownitsrIP AND NEROSR <br /> XzXG INa <br /> NOOTM STERN CLlliXr LNTLRPRISZs, INC. <br /> INTO <br /> s00THDOWN, INC. <br /> (PURSUANT TO SECTION 253 OF THE GEFERAL <br /> CORPORATION LAW OF THE STATE OF DELAWARE) <br /> Southdawn, :rc. , a Louisiana corporation (the <br /> "Corporation") , pursuant to Section 111tG) of the Louisiana <br /> Business Corporation Law (the "LBCL") and Section 253 of the <br /> General Corporation Law of the State of Delaware (the "GCL") , <br /> d.o?s .h9rcby. Gertity:.. . _ ...... .. . ......_ ......_.. _.. _ _.. ...._.. __ _ .__ . ._ . <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 corporation) <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 merge into <br /> foreign parent corporations, when the iaws of the foreign <br /> jurisdiction so allow: <br /> THIRD: That the corp0 oen! by the following <br /> resolutions duly adopted by a duty appointed committee of its <br /> Board of Directors at E_Iyg a.n,lon April V , 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 they hereby are directed to <br /> make, execute and acknowledge a Certificate of <br /> Ownership and Merger, 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 directed to fire such Certificate in <br /> the office of the secretary of State of the State <br />