Document Kz790LMJBK93a5Ydrrw3LXnd2

I, ELTON ROMER, Secretary of Stale of Texas, DO IIKRERY CERTIFY that OAF KU1LDING MATERIALS CORI*ORATION, a DELAWARE corporation, was issued a Certificate Of Authority to do business in the State of Texas on MARCH 20, 1989; IT IS FURTHER CERTIFIED that according to the records of this office a Certificate of W ithdraw al was issued to the above named corporation on AUGUST 1, 1994; IN TESTIMONY WI/EREOE, 1 have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on August 1, 2000. THE IT IS HEREBY CERTIFIED that the attached are true and correct copies of the following described documents on file in this office: GAF BUILDING MATERIALS CORPORATION FILE NO. 79628-6 APPLICATION FOR CERTIFICATE OF AUTHORITY APPLICATION FOR CERTIFICATE OF WITHDRAWAL MARCH 20, 1989 AUGUST 1, 1994 IN TESTIMONY WHEREOF, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on August 1, 2000. THE )n l o4 APPLICATION FOR CERTIFICATE OF AUTHORITY 9 0 *5 FIL 8 U la the Office of the Secretary of State of r** MAR 2 0 1989 Pursuant to the provisions of Article 8.05 of the Texas Business Co^BRwfofFCMft, the undersigned corporation hereby applies for a Certificate of Authority to transact business In Texas: 1. The name of the corporation 1s^ Edgecllff, Inc 2. If the name of the corporation does not contain the word "corporation," "company," "Incorporated," or "limited" (or an abbreviation thereof), then the name of the corporation with the word or abbreviation which It elects to add thereto for use in Texas Is: (If the corporate name Is not available In Texas, then set forth the name under which the corporation will qualify and transact business In Texas) .... ----------- -- * D-e--l-a--w--a--r-e-- Edgec1 'litff' -I*nc- . ~~ " 3. It Is Incorporated under the laws of Delaware ________ 4. The date of Its Incorporation is , -9/23/87 ________ and the period of duration Is Perpetual _ (State "Perpetual" or term of years). 5. The address of its principal office in the state or country unde- the laws of which It Is Incoroorated Is: ----- 1361 .Alps toad, Wayne, fleW-Sersey 10^*70,,,, . - _ ' . - . _________ 6. The address of Its proposed registered office In Texas Is (a P.0. BOx is not sufficient) 100 Congress, Suite 1100, Austin, TX, 78701 ___________ _______ ______________ _ _______________ _____ ____________ _______ and the name of its proposed registered agent in fexas at such address Is c. C. Small, Jr., Esquire 7. The purpose or purposes of the corporation which It proposes to pursue In the transaction of bu--siness In T--e---x-a---s are--: utow engage minia caaanajry xloanwi.UfuAl uavcwt woxr activity fcx which corporations may be organized under,the laws of therState of / Texas. 8. It 1$ authorized to pursue such purpose or purposes In the state or country under the laws of which It Is incorporated. 9. The names and respective addresses of its directors are: NtAME Samuel J. aevman ADDRESS 77CR ParkAvid nue> ^vrrYorltVx- NY,,40^ , ) ) I 0 4 9 0 4 7. ? .1 v 10.' The Names and respective addresses of Its officers are: NAME ADDRESS (city & state) OFFICE irH*ynrSMl 7.7?., Pr*tcL.n\~' ____ i&__ T*..,Jlv.rtUir\ J__roar Farm KokJ avr free. Prt^icL^i" 'Xi.Jfitf.- Kftftftn iVE hJed hJ'i K>~} r^j X*\vL4a(tij3lcJini C*ion litll CarUi'_ TC^^ckX <3lT Oe.ireJ\ L^-^sbri gtyeuo^ ' Gftn S-tAq*. AsjFi C*-CAJuh>s~*-j 11. The aggregate number of shares whldh It has authority to Issue, Itemtied by classes* par value of shares, shares without par value, and series. If any, within a class, is: NUMBER OF SHARES CLASS SERIES PAR VALUE PER SHARE OR STATEMENT THAT SHARES ARE WITH OUT PAR VALUE 1000 Common $.01 12. The aggregate numberOf Its issued shares. Itemized by classes, par value of shares, shares without par value* and Series, If any, within a diass, Ts: NUHBER OF SHARES 1 CLASS ^orrnon SERIES PAR VALUE PER SHARE OR STATEMENT THAT . . .SHARES ARE W1TH- I OUT PAR VALUE ^TTOl 13. The amount of Its stated capital Is S l0*00 . (See Texas Business Corporation Act, Article 1.02A (11) for definition dfstated capital). 14. Consideration of the value of at least One Thousand Dollars ($1,000.00) has been paid for the issuance of Its shares. 15. The application Is accompanied by a certificate Issued by the Secretary of State or other authorized officer of the jurisdiction of incorporation evidencing the corporate existence. ;v or l-~ , ^ * !> 1 j yj i u -i 7 u v / 3 4. ANTI-TRUST AFFIDAVIT Edgecliff Inc. t is not a trust or organization In restraint of trade In violation of the laws of the State of Texas, has not within twelve (12) months next preceding the making of this affidavit, become or been a part to any trust agreement of any kind which would constitute a violation of any antitrust law of Texas existing at the date of this affidavit, and has not within that time, entered Into or been In any wise a party to, any combination In restraint of trade within the United States. No officer of this corporation has, within the knowledge of affiant, within such time and on behalf of this corporation or for Its benefit, made any such conf act, or entered Into or become a party to any such combination In restraint of trade. Date: March 13, 1989 9U s/a6 PAGE 1 ffice of of j&tate I, HICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY EDGECLIFF INC. IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE DATE SHOWN BELOW. )I / AUG 0 11994 APPLICATION FOR CERTIFICATE OF WITHDRAWAL ' orPralions Sccuon Pursuant to the provisions of article 8.14 of the Texas Business Corporation Act, the undersigned corporation hereby applies for a certificate of withdrawal from the state of Texas, and for that purpose submits the following statement: 1. The name of the corporation is. CAP Itu I 1<l i nr. Materials Corporal ton 2. it is organized under the laws of___________ 3. It is not transacting business in the state of Texas. 4. It hereby surrenders its authority to transact business in Texas. 5. It revokes the authority of its registered agent in the state of 'Texas to accept service of process and consents that service of process in any action, suit or proceeding based upon any cause of action arising in the state of Texas during the time it was authorized to transact business may hereafter he made on it by service thereof on the secretary of state of Texas. 6. The post office address to which the secretary of state may mail a copy of any process against the corporation that may be served on the secretary of state Is 1361 ALPS ROAD, LEGAL DEPARTMENT WAYNE. NJ 07470-3687 ______________ ____________ . 7. All sums due, or accrued, by this corporal ion to the state of Texas have been paid, or adequate provision has been made for the payment thereof. 8. All known creditors or claimants have .leen paid or provided for. CAE lWiililitu'. Materials Corporation Name of ('< An^futhorized Officer Richard A. Woitihcrp,, Vico President-I.aw 2hl7ct I/ Texas Comptroller of Public Accounts JOHN SHARP COMPTROLLER * AUSTIN. TEXAS 78774 CERTIFICATION OF ACCOUNT STATUS THE STATE OF TEXAS [ COUNTY OF TRAVIS \ I. John Sharp, Comptroller of Public Accounts of the State ol Texas. DO HEREBY CERTIFY that according to the records ol this office CAF BUILDING MATERIALS CORPORATION is. as of this date, in good standing with this office (or the purpose ol merger, withdrawal ol an out-of-state corporation or dissolution under Anicle 6.01 of the Texas Business Corporation Act having filed the required franchise tax reports and having paid the franchise tax computed lo be due thereunder through December 31, 1994 This certificate is not valid for the purpose of dissolution under Article 6 06 of the Texas Business Corporation Act or withdrawal of a limited liability company. GIVEN UNDER MY HAND AND SEAL OF OFFICE in the City of Austin, this 29 th day of July .1994 A.D. JOHN SHARP Comptroller of Public Accounts fom 06-329 (ftov J-82/7) OwwCOA iwtw 000796PR