Exhibit 2.1
STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A CORPORATION TO
A LIMITED LIABILITY COMPANY
PURSUANT TO SECTION
266 OF THE DELAWARE GENERAL
CORPORATION LAW
| • | First:The name of the corporation immediately prior to filing this Certificate isDuke Capital Corporation. |
| • | Second:The Certificate of Incorporation was filed with the Office of the Secretary of State of the State of Delaware on February 1, 1985. |
| • | Third:The original name of the corporation as set forth in the Certificate of Incorporation is Church Street Capital Corp. |
| • | Fourth: The name of the limited liability company as set forth in the Certificate of Formation isDuke Capital LLC. |
| • | Fifth: The conversion has been approved in accordance with the provisions of Section 266. |
| • | Sixth: This Certificate of Conversion shall be effective on March 1, 2004. |
In Witness Whereof,the undersigned has executed this Certificate of Conversion of Duke Capital Corporation into Duke Capital LLC this 26th day of February, 2004.
DUKE CAPITAL CORPORATION | ||
By: | /s/ Edward M. Marsh, Jr. | |
Name: | Edward M. Marsh, Jr. | |
Title: | Secretary | |
