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02/03/04 16;40 FAX 225 922 5058 TURNER INDUSTRIES, LTD, ~002 <br /> <br /> ARTICLES OF C0~%rERSION <br /> OF <br /> TUKN INI ,KNATIONA PIRIN INC. <br /> INTO <br />T%TRATER INTEP, NATIOI~AL PIPIN~ SYSTEMS, L.L.C. <br /> <br /> On the '~-~-day of ~'~,~i_ .... ~%~-, 2003, a Plan of <br />Conversion {the "Plan") of Turner International Pipin~ Systems, <br />Inc. into Turner International Piping Systems, L.L.C. effective <br />December 3I, 2003 was approved in accordance with Article ~.17 <br />of the Texas Business Coz-potation Act by una/~imous consent of <br />the sole shareholder and all directors. In accordance with <br />Article 5.18A of the Texas Business Corporation Act, the <br />followinG statement is herewith furnished certifying the <br />following: <br /> <br /> (a) The name of the converting entity is: Turner <br />International Piping Systems, Inc., a corporation incorporated <br />under the laws of the State of Texas as a Texas business <br />corporation; <br /> <br /> (b) A Plan of Conversion of Turner International Piping <br />Systems, Inc. into Turner International PipinG Systems, L.L.C. <br />has been approved by %he ~nanimous consent of the sole <br />shareholder and all directors of that Corporation; <br /> <br /> (e) An executed copy of the Plan is on file at the <br />principal place of business of Turner International Piping <br />Systems, Inc., 8687 United Plaza Blvd., Baton Rouge, LA 70809, <br />and an executed copy of the Plan will be on file from and after <br />the effective date of the conversion at the princfpal place of <br />business of the converted entity, Turner International Piping <br />Systems, L.L.C., and available on written request and without <br /> <br />converted entity; <br /> <br /> (d) On the da~e of the conversion, there will be 260,000 <br />shares of capital stock outstanding of Turner International <br />Piping Systems, Inc. Only one class will be outstanding. <br /> <br /> (e) The holders of all 260,000 outstandin~ shares of Turner <br />International Piping Systems, Inc. voted for the Plan of <br />Conversion. <br /> <br /> (f) The converted entity, Turner International Piping <br />Systemm, L.L.C. will be liable for the ~ayment of all fees and <br />franchise taxes incurred in the conversion or otherwise due by <br />Turner International Piping Systems, Inc. or Turner <br />International Piping Systems, L.L.C. <br /> <br /> (G) Attached hereto are the Articles of Organization of <br />Turner International Piping Systems, L.L.C. and it is requested <br />that a certificate of conversion together with a dertified copy <br /> <br /> <br />