MERGER OF
MILLER RESOURCES, INC.
INTO
MILLER CONTRACT DRILLING, INC.
The undersigned corporations, in accordance with Section 48-902
of the Tennessee General Corporation Act, hereby adopt, the following
Plan of Merger:
ARTICLE 1. The parties hereto agree to effect this Merqer.
ARTICLE 2. The corporation to survive the Merger is Miller Con-
tract Drilling, Inc., a Tennessee corporation, which shall continue
under the same name.
ARTICLE 3. The parties to this Plan of Merger are Miller
Resources, Inc. (hereafter "Resources") and Miller Contract Drilling,
Inc. (hereafter"Drilling"), both incorporated in the State of
Tennessee. Miller Resources, Inc. was formed under the name of Deloy's
Drilling and Equipment Company and changed by an Amendment to the
Charter.
ARTICLE 4. No amendment to the charter of the surviving corp-
oration is to be effected as part of the Merger.
ARTICLE 5. The total number of shares of stock of all class which
the parties hereto have authority to issue is as follows:
No. Shares
No. Shares Issued & Out
Corporation Class of Stock Authorized Standing
Resources Common (without par value) 1,000 500
Drilling Common (without par value) 1,000 500
ARTICLE 6. The manner and basis of exchanging and converting the
issued stock of Resources is as follows: four Shares of issued and
outstanding Common Stock (without par value) of Resources shall be
converted into one share of Common Stock (without par value) of
Drilling. Upon the surrender of certificates representing shares of
Resources stock by holders thereof, certificates for a proportionate
number of number of Drilling shares shall be issued in exchange by
Drilling. Shares of Drilling Common Stock (without par value)
outstanding at the date of this Merger shall not be converted or
exchanged but shall remain outstanding as shares of Common Stock
(without par value) of the surviving corporation.
ARTICLE 7. The principal offices of Resources and Drilling are
located in Cookeville, Tennessee. Neither party to the Merger owns
property the title to which could be affected by the recording of an
instrument among the land records.
ARTICLE 8. This Plan of Merger was duly adopted and approved
by the Stockholders of Resources and Drilling, respectively, in lieu
of a Special Meeting, dated March 6,1979, in the manner and by the
vote required by the laws of the State of Tennessee.
ARTICLE 9. The Plan of Merger is as follows:
9.1 The Articles of Incorporation of Drilling, as in effect
on the effective date of the Merger, shall continue in
Full force and effect as the Articles of Incorporation
of Drilling and shall not be changed or amended by the
merger.
9.2 Drilling reserves the right and power, after the
effective date of the Merger, to alter, amend, change, or
repeal any of the provisions contained in its Articles of
Incorporation in the manner now or hereafter prescribed
by statute, and all rights conferred on officers,
directors or stockholders herein are subject to this
reservation.
9.3 The By-Laws of Drilling, as such By-Laws exist on the
effective date of the Merger, shall remain and be the
By-Laws of Drilling until altered, amended or repealed, or
until new By-Laws shall be adopted in accordance with the
provisions thereof, the Articles of Incorporation, or in
the manner permitted by the applicable provisions of law.
9.4 The sole Director of Drillinq as of the effective date of
the Merger shall continue in office until the next Annual
Meeting of the Stockholders of Drilling. The number of
Directors of Drilling shall continue to be one and shall
be the following person: Deloy Miller.
The following officers of Drilling immediately prior to
the effective date of the Merger shall continue in office.
after the effective date of the Merrier and until the
next Annual Meeting of the Board of Directors of Drilling:
Deloy Miller - President and Treasurer
H. Stennis Little - Secretary
9.5 Four shares of issued and outstanding Common Stock (with-
out par value) of Resources shall be converted into one
share of Common Stock (without par value) of Drilling.
Upon the surrender of certificates representing shares of
Resources stock by holders thereof, certificates for a
proportionate number of Drilling shares shall be issued in
exchange by Drilling. Shares of Drilling Common Stock
(without oar value) outstanding at the date of this Merger
shall not be converted or exchanged but shall remain out-
standing as shares of Common Stock (without par value) of
the surviving corporation.
9.6 On the effective date of the merger, the separate
existence of Resources shall cease (except to the extent
continued by statute), and all of its property, rights,
privileges, and franchises, of whatsoever nature and
description, shall be transferred to, vest in, and devolve
upon the surviving corporation, without further act or
deed. Confirmatory deeds, assignments or other like
instruments, when deemed desirable by Drilling to
evidence such transfer, vesting or devolution of any
property, right, privilege or franchise, shall at any
time, or from time to time, be made and delivered in the
name of Resources by the last acting officers of the
surviving corporation.
9.7 The effective day of the Merger shall be the date when the
Articles of Merger and this Plan of Merger are accepted
for record by the Secretary of State for the State of
Tennessee.
MILLER CONTRACT DRILLING, INC.
By/s/Deloy Miller, President
MILLER RESOURCES, INC.
By/s/Deloy Miller, President
<PAGE>
I, GENTRY CROWELL, Secretary of State, do hereby certify that the
ARTICLES OF MERGER and PLAN OF MERGER of MILLER CONTRACT DRILLING, INC. and
MILLER RESOURCES INC., both being Tennessee Corporations, Merging into a
Single Corporation, MILLER CONTRACT DRILLING, INC., a Tennessee Corporation,
as the Surviving and continuing Corporation, with certificate attached, the
foregoing of which is a true copy, was this day registered and certified to
by me. This the 13th day of March, 1979.
GENTRY CROWELL
SECRETARY OF STATE
FEE: $10. 00
