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Home My WebLink About921099 ,~;f:Ilillmf~: ,---.._- ...._....~....... 000568 ~I Kerrlv'cGee RECEIVED 8/9/2006 at 11 :45 AM RECEIVING # 921099 BOOK: 629 PAGE: 568 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY AFFIDAVIT OF DAVID R. DIX AS ATTORNEY-IN-FACT FOR KERR-McGEE OIL & GAS ONSHORE LP Kerr-McGee Oil & G~6 OnShore LP 1999 Broadway, Suite 3700, Denver, Colorado 80202 303-296-3600· Fax 303-296-3601 Regarding the name change of KERR-McGEE ROCKY MOUNTAIN CORPORATION into KERR-McGEE ROCKY MOUNTAIN LLC And subsequent merger into KERR-McGEE OIL & GAS ONSHORE LP f, the undersigned Attorney-in-Fact of Kerr-McGee Oil & Gas Onshore LP, a Delaware domestic limited partnership, with a primary place of business at 1999 Broadway, Suite 3700, Denver Colorado, 80202, for the purp<?se of placing third parties on notice of the transactions described below, state as follows: 1. I am a duly appointed Attorney-in-Fact of Kerr-McGee Oil & Gas Onshore LP. 2. I have personal knowledge or have obtained appropriate documentation from the Secretary of State of Delaware as to the matters set forth herein. 3. I am familiar with the transactions and transactional documents by which Kerr-McGee Rocky Mountain Corporation converted from a corporation to a limited liability company and changed its name to Kerr-McGee Rocky Mountain LLC and then'subsequently merged with and into Kerr-McGee Oil & Gas Onshore LP, a Delaware limited partnership. 4. Pursuant to the applicable provisions of the Delaware General Corporation Law and the Delaware Limited Partnership Act of the State of Delaware, the name change of Kerr- McGee Rocky Mountain Corporation to Kerr-McGee Rocky Mountain LLC and subsequent merger of Kerr-McGee Rocky Mountain LLC into Kerr-McGee Oil & Gas Onshore LP has been approved, adopted, certified, executed and acknowledged by each constituent entity and all assets previously held by or in the name of Kerr-McGee Rocky Mountain LLC, as well as all operations by or in the name of such entity are now owned, held and/or conducted by and in the name of Kerr-McGee Oil & Gas Onshore LP. 5. Attached hereto as Exhibit A are copies of the Certificate of Formation and Certificate of Merger evidencing the above. 1 Hm...__.__..,.. ~J'·I .r_). ~;;..,,~ I( '; 'í:l. ;(4 , J"""¿ (..),..1-...1 C00569 6. Attached hereto as Exhibit B is a certified copy of the Power of Attorney appointing David R. Dix as Attorney-in-Fact for Kerr-McGee Oil & Gas Onshore LP. IN WITNESS WHEREOF, I have executed this Affidavit this 3rd day of August 2006. , , KERR-McGEE OIL & GAS ONSHORE LP David R. Dix, A!::f:!;::!l STATE OF COLORADO COUNTY OF DENVER The foregoing instrument was acknowledged before me this 3rd of August 2006, by David R. Dix, Attorney-in-Fact of Kerr-McGee Oil & Gas Onshore LP a Delaware limited partnership. ~/Ú~ Myco My Commission Expires 07/13/2008 2 ~&~::;::::::":xr;: ;·,·;¡.·.·i",fI~~.~,¡.1 I~!í~~i~i¡ :~ ~~ffimillili*~j 09210~}9 1Jef2rware C00570 PAGE 1 .. ." ..~ 'T'fie :Jírst State " .;- . I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CONVERSION. OF A DELAWARE CORPORATION UNDER THE NAME OF "KERR-MCGEE ROCKY MOUNTAIN CORPORATION" TO A DELAWARE LIMITED. LIABILITY COMPANY, CHANGING ITS NAME FROM "KERR-MCGEE ROCKY MOUNTAIN CORPORATION" TO "KERR-MCGEE ROCKY MOUNTAIN LLC", FILED IN THIS OFFICE ON Tl:IE THIRTIETH DAY OF DECEMBER, A.D. 2005, AT 9:09 O'CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF CONVERSION IS THE FIRST DAY OF JANUARY, A.D. 2006, AT 9 0 'CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE " NEW CASTLE COUNTY RECORDER OF DEEDS. 2115773 8100V 051074891 ) ....v~ ~W-~ Harriet Smith Windsor, Secreta/)' of State AUTHENTICATION: 4414839 DATE: 12-30-05 n,{~):j..,,~ Or I(ï.CA- 'I....i'di'.,A., ",oJ C00571 Stlrte of Ðe1.~ Secrat.=y or Sbsts Division 0:£ Co.z:po=:t:ions relivered 09":26 AM 12/30/2005 FILED 09; 09 AM 12/30/2005 SRV 051074891 - 2115773 FILE . . STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A CORPORATION TO A LIMIT:ED LIABlLI1Y COMPANY PURSUANT TO SECTION 2~ OF THE DELAWARE GENERAL CÓRPORATION LAW. 1.) The name of the corporation immt'.tiiatel.y prior 10 filing t1Us Certificate is Kerr-McGee Roc:q Mountain Corporation. 2.) The date the Cerli:ficate of Inoorporation was filed is Jmuary 23. 1987. 3.) The original.name of the:: corporation as set forth in the Certificate of Incorporation is Kc:rr-McOee Rocky Mountain Corporation. 4.) The name of the Hmited liability company as set forth in Íts Certificate ofF~on is . Ken-McGee Rocky Mountain LLC. S.) The conversion is tD become effective at 9:00 IUIl. on January I, 2006, õ...': '- 6.) The convc::rs:ion bas been ap¡xovcd in accardance with the provmon.s of Scclion 266 of the Delaware Gcncral CorporatÌDn.I.aw. B~~I 4;¿~ ame: John F. Reichel!be:rger TItle: VlCe Presi.de:nt &: Assistaat Secrdary " . ) '. h_ _..... .......... 0i;~I~f~¡ ;:~æ¡i¡~1;~j 0921.039 G00572 'Delãware PAGE 2 -., .~. '1ne :fírst State .' I r HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT TEE llTTA.CEED IS A TRUE AND CORRECT COpy OF CERTIFICATE OF FORMATION OF "KERR-MCGEE ROCKY MOUNTAIN LLC" FILED IN THIS OFFICE ON TEE THIRTIETH DAY OF DECEMBER, A.D. 2005, AT 9:09 O'CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF FORMATION IS TEE FIRST DAY OF JANUARY, A.D. 2006, AT 9 O'CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. '. 2115773 8100V 051074891 , ..:v~ ~91-~ Harriet Smith Windsor, Secretary of State AUTHENTICATION: 4414839 DATE: 12-30-05 0:921..099 Ü00573 ,- St:4te' of Del~ Secrat.uy 0:£ st.,st:. Division 0:£ Cozpo=tians Delivered 09:26 AM 12/30/2005 FILED 09:09 AM 12/30/2005 SRV 051074891 - 2115773 FIll!.' CERTIFICATE OF FORMATION OF KÊRR-MeGEE ROCKY MOUNTAIN LLC 1, ~ name of the limited liability company is Kerr-McGee Rocky Momrtain~. 2. The address ofits rcgistered'office in the State ofDe1aware is Cmporation Trust Center, 1209 Orange Street. in the City oÎW~ CoUD1y of New CastJ,e. The name áfits registered agent at suc.h addIess is The Corpomticm Trust Company. IN WITNESS WHEREOF, said llinited liability cmnpacy bas caused this Certificate of Formation to be signed by an authorized person, the J~y of December, 2005. to be effective January 1. 2006, at 9:00 a.m. . N= Cb:i::r TItle: A.u:tborizcd PCDIOIl " ~f¡i!f¡i!m~~J~¡i¡i~ ;: ::i:~¡¡Im~~~¡~t 0921039 C00574 TJelãware PAGE 1 The :Fírst State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COpy OF THE CERTIFICATE OF MERGER, WHICH MERGES: "KERR-MCGEE ROCKY MOUNTAIN LLC", A DELAWARE LIMITED LIABILITY COMPANY, WITH AND INTO "KERR-MCGEE OIL & GAS ONSHORE LP" UNDER THE NAME OF "KERR-MCGEE OIL & GAS ONSHORE LP", A LIMITED PARTNERSHIP ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THI~ OFFICE THE TWENTY-SECOND DAY OF 'JUNE, A,D. 2006, AT 11 0 · CLOCK A.M, 2267653 8l00M 060599872 ....v~ ~91--~ Harriet Smith Windsor, Secretary of State AUTHENTICATION: 4848992 DATE: 06-22-06 ·..--- -----~----,-_....__. - 0321.039 C00575 06/22/2006 16:12 FAX 3026552480 ~O'¿LI,C~O ö~:q~ ~lq~b3e79q ) CORP DI::PT IãJ002/002 St:.:t:e or ~..¿u-eB2/B2 Secret=y or State Division Dr Cozpo.rrztians Delivered 10:50 AM 06/22/2006 FILED 11; 00 AM 06/22/2006 SRV 060599872 - 2267653 FIlE CERTIFICATE OF MERGER of Kerr-McGee Rocky Mounbda LLC with and IatG Kerr-McGee Of) & Gas Onshore LP Pursuant w_ Trt,lc 6. Section 17·211 oftbc Delaware Limited PlII1I1crsb1p Act. Fint: The name of the swviving Limited PB1'tMrabip i3 Kear-McGee Oil & Gas OIDlhorc LP, It Delaware limÏted partnerBhip. . Second:·'The ~ '01 the Ilmitod Uability Company bdng merged in10 the Limited Partnership is Kcrr-McGec Rocky MDWIIain LLC. a.DeLaW1llC limited liability company, Tltird: The Agreement and Plan ofMagc¡r baa been ~YCd and executed by eac.h of the !rosiness entities which is to merge, Fourth: Tho name of the 8UrVÏ\IÏJ1S LImited Partnership is Kerr-McGee Oil & Gas Onshore LP, rtfIh: The Agreemcm and Plan ofMergcr is on file at the plaoo afbusm~ aCthe smviving Delaware Limited Partnership and the addteSIJI thereofis 123 Robert S. Kerr Ave.nne. O~oma City, Oklahoma. 73102. S.ixth: A copy ofthc A¡rcemcnt and Plan ofMmgcr will be furnished by the surviving Limitod Pmtnersbi p. on requcs1 and without cost,. to any pIIl'tocr of any domestic limited partners1üp or any person holding an ÌJ1tc:Test .in any otÀer busioeø CI1tity which ]a to ~e or consolidate. IN WITNESs WHEREOF. aaid Ljmi~ PartlIersh.ip has c.aused this certificate to be signed by its general partner, thi,;l;2.day of Jun~ 2006, WHO, Inc, gë:ncral ~ of Kerr-McGttOU& Ga.l OlU~re LP ~~~1£.:~C( TItle: Vice President & Ass1staot Secretary wY:~7194N ¡1::mi~;~i t:::'2;~~!:I1!:.~,:J : ~:;: ~ ;!~ j¡j~~;;~;;;;;~i ,.................. 092·~tO~)~9 ' EXHIBIT B 111111' 11111 II/III 111111111111111111111/1/ 1111/ 11111111 ::f:~:~ r. ~~8 C00576 City & Counly Of Denver POA R11 DO 00.00 POWER OF ATTORNEY FOR GENER.c\L PURPOSES Ii\" I'.S. . KERR-MCGEE OrL & GAS ONSHORE LP, a Delaware limited partnership ("Kerr-McGee") with ¡IS principal offices in Houston, Texa~, does hcreby constitute and appoint DAVID R. DIX as its true and lawful agent and Attorney-in-Fact to perform in the name of Kerr-McGee, in conjunction with or relating directly or indirectly to the oil, gas and OÙJer minera!s business of said partnership, any or all of the following acts: (1) To acquire, operate, convey, assign, exchange or otherwise deal with any and all interest, in real property or personal property in the United States of America, including but not limited to arras owned or administered by, or subject to the jurisdiction of, any federal, state or 10l.:al governmental authority, excluding onlv Outer Continental Shelf Lands of the United Slates of Amenca; (2) To buy, sell, exchange, process, refine, store or transport oil, gas and other minerals or the products derived therefrom within the United States of America; (3) To execute and deliver contracts, deeds, leases, options, bids, applications or offers to lease, extensions, renewals, assignments, releases, rights-of-way, easements, permits, bonds, statements of interest and of holding, other statements and reports, and any other instruments or documents of any nature whatsoever, relating to the property interests or activities described in (]) and (2) above; and (4) To perform such other acts as may, in the discretion of said Attorney-in-Fact, be necessary and proper to generally carry out the powers specifically enumerated above. Kerr-McGt'e Oil & Gas Onshore LP, hereby ratifies and confinns all acts performed by said Attorney-m- Fact pursua11l to this Power of Attorney, and hereby waives any and all dcf~nses which might otherwise be availilble to Kerr-McGee to contest, negatt' or disaffirm such acts. Said Attorney-in-Fact is prohibited from filinv, simultaneous offers on behalf of any other participant in any federal lease sale. This Power of Arrorney shall become effective as ofthc Effective Dale shown below. and shall continue in filII force and effect until the Expiration Date shown below unless duly revoked in writing at an earlier date by Kerr-McGee: EtTective Date: January 16, 2006 Expiration Date: January 16, 2008 Vice PresIdent r- _ _ u-- ~;~II -:.-: 2.1 E ~ ~ ,', 0 ~lll () Q) r¿ >.":-~o>'2S2 f ' -I (:) 1.1. -9 +- C¡) '-:~:l "f.'> (-~J w ., -- c J~?~'-~~~~ ().rJO 8 .S~ F:"' 2 ~- 0 Ü..' () +--' (-. () :::¡ :j.' ,. c c ...............,'....,.,. ·.·0",.".""".............'..,.-.,."''·..... " O~921.0~j9 ACKNOWl.EDGMENT STA TE OF COLORADO CITY AND COUNTY OF DENVER CQ0577 ~ The foregoing instrument was acknowledged before me this (z.. day of January, 2006, by James .I. Kleckner, as Vice President of Kerr-McGee Oil & Gas Onshore LP, a Delaware limited partnership, on behalf of the !;mitdp"tn",!Úp. _ c%~. ---J Notary Public ~ My Com9lissi9n Expires: L{-{r'lfø<j 2 ~;~\~~~~~I[~ili;¡)