CERTIFICATE
OF CONVERSION
OF
GENESIS
ENERGY, INC.
(A
Delaware Corporation)
INTO
GENESIS
ENERGY, LLC
(A
Delaware Limited Liability Company)
Pursuant
to the provisions of Section 18-214 of the Delaware Limited Liability Company
Act, the undersigned GENESIS ENERGY, INC., a Delaware corporation, adopts the
following Certificate of Conversion for the purpose of converting into GENESIS
ENERGY, LLC, a Delaware limited liability company, and hereby certifies as
follows:.
1. Genesis
Energy, Inc. is a corporation incorporated under the laws of the State of
Delaware. Genesis Energy, Inc. was previously Genesis Energy, L.L.C.,
a limited liability company formed under the laws of the State of Delaware on
September 5, 1996. Genesis Energy, L.L.C. was converted into Genesis
Energy, Inc. on May 15, 2002.
2. The
name of the converting entity immediately prior to filing this Certificate of
Conversion is Genesis Energy, Inc.
3. The
name of the limited liability company into which Genesis Energy, Inc. is
converting, as set forth in its Certificate of Formation, is Genesis Energy,
LLC.
4. The
conversion is to be effective on December 29, 2008.
EXECUTED
the 22nd day of December, 2008.
|
|
GENESIS
ENERGY, INC.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ross A.
Benavides
|
|
|
|
Ross
A. Benavides, its
Secretary
|