ARTICLES OF CONVERSION
ALL AMERICAN PIPELINE COMPANY
Pursuant to the provisions of Articles 5.17 through 5.20 of the Texas Business Corporation Act, All American
Pipeline Company, a Texas corporation (the "Converting Entity"), does hereby adopt the following Articles of
Conversion for the purpose of converting the Converting Entity into All American Pipeline, L.P., a Texas limited
partnership (the "Converted Entity").
1. The name, address, form of organization and date of incorporation of the Converting Entity and the state under
the laws of which it is organized are:
2. The name, address, type of entity of the Converted Entity and the state under the laws of which it is organized
3. The Converted Entity is being created pursuant to the Plan of Conversion of The Converting Entity as set forth
in the Plan attached hereto as Exhibit "A" (the "Plan"). The Plan was approved, adopted, certified, executed and
acknowledged by the Converting Entity in the manner prescribed by the Texas Business Corporation Act.
4. The executed Plan is on file at the principal place of business of the Converting Entity, located at 500 Dallas,
Suite 700, Houston, Texas 77002. Additionally, the executed Plan will be on file, from and after the date of
conversion, at the principal place of business of the Converted Entity, located at 500 Dallas, Suite 700, Houston,
5. A copy of the Plan will be furnished by the Converting Entity (prior to conversion) or the Converted Entity
(after the conversion), upon written request and without cost, to any shareholder of the Converting Entity or any
partner of the Converted Entity.
6. The number of shares outstanding, and the number of shares voted for and against the Conversion are as
7. In lieu of the Comptroller's certificate, the Converted Entity will be responsible for the payment of all fees and
Name of Entity Form of Date of
and Address Organization Sta