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OVERLAND TRAIL TRANSMISSION,-LL.C -' i~
Assistant Secretary's Certilicate
I, Elaine D. tleglcr, ,the duly appointed Assistant Secretary of Overland Trail
Transmission, LLC, a Detaware limited liability company (the "Company"), do hereby
certify that the following 0ocuments are a true, correct aud complete copy.
Certificate of Amendment of Certificate of ]ncoq)oration of Fuels Pipeline, Inc.
changing its name to Overland Trail Transmission Co. dated December 10, 1999
and filed Decem'~er 14, 1999; and
Certificate of Conversion of Overland Trail Trausmission Co. into Overland Trail
Transmission, L,,C dated March 20, 2000 but effective March 31, 2000.
IN WITNESS ~¢rHEREOF, I have executed this Assistant Secretary's Certificate
as of the 24th day of May, 2004.
Elaine D. Hegler,
As sistant Secretary
STATE OF COLORADO §
COUNTY OF DENVER §
The foregoing i:%tmment was ackmowledged before me this 24th day of May,
2004, by Elaine D. Hegier, Assistant Secretary of Duke Overland Trail Transmission,
LLC, a Delaware limited liability company, on behalf o f the limited liability colnpany.
My commission expires:
Name:
Notary ihtblic
CERTIFICATE OF AIVlENDMENT
OF
CERTII3'[CATE OF INcoRI'OI/ATION
OF
FUELS PIPELINE, INC.
Fuels Pipeline, Inc., :~..~;orPoration organized and existing under tile General Co~poration Law
of the State of Delaware (tile, "COrporation"), hereby certifies that the amendment set forth below to
the Corporation's Certificate ~?flncorporation was duly adopted in accordance with Sections 228 and
242 of tile General Corpor~tii:m Law of the State of Delaware:
Article One ~f'the Certificate of Incorporation of the Corporation is
bereby amended to 'read in its entirety as follows:
"1. The name of the Corporation is:
Ove~lz.nd Trail Transmission Co."
This Certificate of Amendment of Certificate of [ncoq~oration shall become effective at 12:01
a.m. 'on January 1, 2000.
IN WITNESS WHJ21-'~OF, Fuels Pipeline, Inc. has caused this Certificate to be signed by its
duly attth'orized officer this 't0tt~ day of December, 1999.
FUELS PIPELINE, INC.
By: C~
Title: Vice f~esident ;t~ld Assistant Secreta,y
0~00.o t~
State of Delaware
Office of the Secretarg of State
P~CE i
I, EDWARD J. FREEL, SECRETD-RY OF STATE OF THE STATE OF
DELAWA/LE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND COR/IECT
COPY OF THE CERTIFICATE OF AMENDbfENT OF "FUELS PIPELINE, INC.",
CELtNGING ITS NAMZ FROM "FUELS PIPELINE, INC." TO "OVERLAND TRAIL
TRANSMISSION CO.", FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF
DECEMBER, A.D. 1399, AT 12 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFIC3rTE U3tS BEEN FORWAILDED TO THE
NEW CASTLE COUNT'f ILECORDER OF DEEDS.
2272174 8100
991538434
Edward J. Freel, Secretar~d of State
0182782
AUTI IENTICATION:
01.-05-00
DATE:
O80
CERTTFICATE OF CONVERSION
OF
O~',rE~ TRAEE TRANSMISSION CO.
INTO
0~~ TRAIL TRANSMISSION, LLC
March ~o, 2000
UNDER SECTI[ON 266 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE AND SECTION 18-214 OF THE
DELAWA1LE LIMITED LIABIZITY COMPANY ACT
Overland Trail Transmission Co., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Company"), DOES HEREBY
CEP, TI~FY TI:LA_T:
I. Name ofcor£oratlon to be Converted The name of the Company immediately prior
to Conversion is Overland Trail Transmission Co., and the name under which the Company was
originally incorporated was Fuels Pipeline, Inc.
2. Original Date and Jurisdiction of Incorporation_ The original certificate of
incorporation of the Company, was filed on August 28, 1991 with the Secretary of the State of
Delaware.
3. Name of Limhed Liability Com£any. The name of the limited I/ability company into
which the Company will be converted is Overland Tra/l Transmission, LLC.
4. Approval of C~mversior~ This conversion has been approved in accordance with rite
provisions of Section 266 of the General Corporation Law of Delaware and Section 18-214 of the
Delaware Limited Liability Company Act..
5. Effective Ti~m~ The effective time of the conversion of the Company to a limited
liability company contemplated hereby shall be March 31, 2000.
IN WITNESS Wt][.EI/3~OF, the undersigned has executed this Certificate of Conversion as
of the date_first written above'.
OVERLAND TRAIL TRANSMIS SION CO_
Attorney In Fact
l(f1541_I.IXE
PAGE
Of O
I, ED~TAi~D J. b~P~EEL, SECP~ETAi~Y OF STATE OF THE STATE OF
DELAWAi~E DO HERE, B~f CERTIFY THAT THE ATTACHED IS A TRUE AND
CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE
CORPORATION UND~R THE Nab~ OF "OVEBX2%ND TRAIL TRANSMISSION CO."
TO A DELAWARE L]MZTED LIkBILITY COMPANY, CH/%NGING ITS NA/4E FROM
"OVERLAND TRAIL TRANSMISSION CO." TO "OVE~ TRAIL
TRANSMISSION, LLC", FILED IN THIS OFFICE ON THE TWENTY~THIRD DAY
OF PiAi~CH, A.D. 2000, AT 4:30 O'CLOCK
AND I DO HEPEBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CFRTIFICATE OF CONVERSION IS THE T~IRTY-FIRST DAY
OF bIARCH, A.D. 2000.
2272174 8100~'
001150357
!~:t~'ard 1. Ereel, ~ecret,n'~, cJ 5tare
.-:. L'-F?! E NTICATION:
0339791
DATE:
03-27-00