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HomeMy WebLinkAbout953054After recording return to: Debra Piazza Montgomery Little Soran Murray, P.C. 5445 DTC Parkway, Suite 800 Greenwood Village, CO 80111 STATE OF IOWA AFFIDAVIT RECEIVED 4/22/2010 at 3:57 PM RECEIVING 953054 BOOK: 745 PAGE: 802 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY eiCK 802 ss. County of (Ailey Jfo I, Randy Woodard, being first duly sworn, hereby depose and say as follows: 1. I am a resident of the State of Iowa having a mailing address of Elliott Oil Company, 532 North Jefferson, Ottumwa, IA 52501. 2. I am over the age of 21 years and in all respects competent to verify the matters contained herein. 3. Attached hereto as Exhibit A is a copy of the Certificate of Incorporation of Amoco Managers Acceptance Corp. filed on July 1, 1993 with the State of Delaware, Secretary of State, Division of Corporations. 4. Attached hereto as Exhibit B is a copy of the Certificate of Amendment to the Certificate of Incorporation of Amoco Managers Acceptance Corp. filed on March 21, 2002 with the State of Delaware, Secretary of State, Division of Corporations, which states that Amoco Managers Acceptance Corp. has changed its name to Ultimate Finance Corp. 5. Attached hereto as Exhibit C is a copy of the Certificate of Dissolution filed on December 6, 2004 with the State of Delaware, Secretary of State, Division of Corporations, which states that the corporation was authorized to dissolve. 6. As shown on the Certificate of Dissolution, I was a Director of Ultimate Finance Corp. prior to its dissolution. 7. Except for the dissolution of the corporation, I have not been relieved of the title of, or otherwise discharged as, a Director of Ultimate Finance Corp. 8. Pursuant to my authority as a Director of Ultimate Finance Corp., and pursuant to the provisions of Delaware General Corporation Law permitting the winding up of business affairs on behalf of dissolved corporations, and for the purpose of winding up the business affairs of Ultimate Finance Corp., I have executed an Assignment of Mortgage and a Quit Claim Deed on even date herewith in favor of BP Products North America, Inc., a Maryland corporation, with respect to the following described property, situate in the County of Lincoln, State of Wyoming, to -wit: (SEAL) That part of Tract No. 82 and that part of Tract No. 90 of Township 24 North, Range 119 West, Lincoln County, Wyoming, being part of that tract of record in the office of the Clerk of Lincoln County in Book 276 of Photostatic Records on Page 201 -202, described as follows: Beginning at the Northeast post of said tract in Book 276, North 36 °47'55" East, 1722.52 feet from Corner No. 1 of Tract No. 72, Township 24 North, Range 119 West, on the Westerly right -of -way line of U.S. Highway 30; thence South 11 °42'31" East 676.78 feet, along said westerly right -of -way line, to the Southeast point of said tract; thence North 89 °2T04" West 732.16 feet, along the South line of said tract to a rebar; thence North 00 °36'56" East 661.06 feet to a rebar on the North line of said tract; thence South 89 °22'33" East 587.90 feet along said North line to the point of beginning. 9. Further affiant sayeth not. Dated: WITNESS my hand and official seal. My commission expires: a LINDA POWERS Commission Number 745141 MY COMMISSION EXPIRES 2009. 2 Randy Woodard o ary Public Subscribed and sworn to before me this 2 8 day of 4 Lo. 2009, by Randy Woodard. CERTIFICATE OF I}ICORPORATION OF AMOCO MANAGERS ACCEPTANCE CORP. The undersigned incorporator, for the purpose of organizing a noustock, nonprofit corporation under and pursuant to the provisions and subject to the requirements of the laws of the State of Delaware (particularly Title 8, Chapter 1, of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware (General Corporation Law), Does hereby certify that: ARTICLE I The name of the Corporation is Amoco Managers Acceptance Corp. (hereinafter called the "Corporation ARTICT.F. Tr STATE OF DELAWARE SECRETARY OF STATE ONISION OF CORPORATIONS FILED 09 ;00 An 07/01/1993 713102002 2342345 The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, Delaware 19805, and the name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company. ARTICLE ❑I The nature of the purposes to be conducted by the Corporation is as follows: 1. To issue commercial paper to be offered in the commercial paper markets; and 2. To snake loans to members of the Corporation and such other persons or entities as may be determined by the Board of Directors of the Corporation. The Corporation shall have the authority to exercise all of the powers conferred upon nonprofit corporations organized without authority to issue capital stock under the provisions of the Delaware General Corporation Law, provided, that the exercise of any such powers shall be in furtherance of any one or more of the aforesaid purposes of the Corporation LOtt7/Wf1 /02AWOH EXHIBIT A 006E304 E304 L083flOO J O2AWO1 ARTICLE IV The Corporation is not organized for profit and is not to have authority to issue capital stock. The conditions of membership shall be as stated in the Bylaws. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, directors, officers, or other persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of the purposes set forth in Article III of this Certificate of Incorporation (including payments of patronage rebates to borrowers from the Corporation, whether members or non members of the Corporation). ARTICLE V The name and the mailing address of the incorporator is as follows: Renae M. Pelham Corporation Service Company 1013 Centre Road Wilmington, DE 19805 ARTICLE Vi, The duration of the Corporation is to be perpetual. ARTICLE VII -2- 5 A director of the Corporation shall not be personally liable to the Corporation or its members for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended after the date of filing of this Certificate of Incorporation to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware General Corporation Law. Any repeal or modification of this Article VII by the members of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification. For the management of the business and for the conduct of the affairs of the Corporation, and for the creation, definition, Iimitation, and regulation of the powers of the Corporation and of its governing body and the members thereof, it is hereby provided that: i. 0 837/005 uo2AWO ARTICLE VIII 000806 1. The activities and affairs of the Corporation shall be managed by or under the direction of its Board of Directors except as otherwise provided by law, 2, The number and qualifications of Directors shall be as from time to time fixed by the Bylaws. Election of Directors need not be by written ballot unless the Bylaws so provide. 3. Except as may otherwise be provided under the provisions of the Delaware General Corporation Law, any or all of the Directors may be removed for or without cause by action of a majority of the members then entitled to vote in an election of Directors. 4. The Corporation shall indemnify, to the full extent permitted by 145 of the Delaware General Corporation Law, as amended from time to time, all persons who may be indemnified pursuant thereto. 5. The Board of Directors shall have concurrent power with the members to adopt, amend, or repeal the Bylaws of the Corporation. 6. The Corporation shall have one class of members. Each member shall be entitled to vote in the election of Directors of the Corporation, to vote for the adoption, amendment, or repeal of the Bylaws pursuant to the provisions of this Certificate of InGQ.rporatiQ.n and the provisions of the Delaware General Corporation Law, and to vote in such other proceedings as the Delaware General Corporation Law shall confer voting power on members entitled to vote in the election of Directors of the Corporation. A member shall be entitled to one vote in all proceedings in which a member is entitled as of right to vote under any of the provisions of the Delaware General Corporation Law and in all proceedings in which a member is entitled to vote under any provisions of this Certificate of Incorporation and of the Bylaws. 7. Meetings of the members shall be held at such place within or without the State of Delaware as may be designated by or in the manner provided in the Bylaws. Except as the Delaware General Corporation Law or as this Certificate of Incorporation may otherwise provide, the Bylaws of the Corporation shall or may provide, as the case may be, for the record date, time, call, lapse of period of time after notice, actual or constructive notice of meetings of said members or of actual or constructive waiver of notice thereof, the authority to vote, consent, or dissent in person -3- or by proxy representation and the duration of any proxy, and the conduct of meetings, including provisions for the adjournment thereof. ARTICLE IX The corporation shall not engage in any business or activity other than as permitted in Article I1I hereof. The Corporation shall not commingle its assets with those of any other person.. The Corporation shall maintain its financial and accounting books and records separate from those of any other entity or person. The Corporation shall pay from its assets all obligations and indebtedness of any kind incurred by the Corporation, and shall not pay from its assets any obligations or indebtedness of any other entity or person.. The Board of Directors shall maintain appropriate minutes or other corporate records, including without limitation, written consents, of all appropriate action, and shall conduct meetings if deemed necessary to approve any corporate action. ARTICLE X Without the vote of 80% of its members, the Corporation shall not institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or consent to a petition seeking reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Corporation, or a substantial part of its property, or make any assignment for the benefit of creditors, or, except as required by law, admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of such action. ARTICLE XI From time to time, any of the provisions of this Certificate of Incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws; provided, however, an amendment to, alteration of or repeal of Article X of this Certificate of Incorporation shall require the approval of 80% of the members of this Corporation. All rights at any time conferred upon the members of the Corporation by this Certificate of Incorporation are granted subject to the provisions of this Article XI. IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinabove named, have hereunto set my hand this day of July, 1993. 1.08371/51/02Aw011 -4- Renae M. Pelham '61 '\,4610/ 013 SO 7 t{OUSTON :001 1 0 2103656 684229v2 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 03/21/2002 020166732 2342345 CERTIFICATE OI<: AMENDMENT TO THE CERTIFICATE OF INCORPORATION OT AMOCO MANAGERS ACCEPTANCE CORP. AMOCO MANAGERS ACCEPTANCE CORP., a non-stock, nonprofit corporation organized and existing under the General Corporation Law of the State of Delaware (the "Company does hereby certify that: FIRST: ARTICLE I of the Certificate of Incorporation of the Company is hereby replaced in its entirety by the following: "ARTICLE The name of the Corporation is Ultimate Finance Corp. (hereinafter called the "Corporation")." SECOND: SECTION 6 of ARTICLE VIII of the Certificate of Incorporation of the Company is hereby replaced in its entirety by the following: "6. The Corporation shall have one class of members. Bach member shall be entitled to vote in the election of Directors of the Corporation, to vote for the adoption, amendment, or repeal of the Bylaws pursuant to the provisions of this Certificate of Incorporation and the provisions of the Delaware General Corporation Law, and to vote in such other proceedings as the Delaware General Corporation Law shall confer voting power on members entitled to vote in the election of Directors of the Corporation. A member shall be entitled to one vote in all proceedings in which a member is entitled as of right to vote under any of the provisions of the Delaware General Corporation Law and in all proceedings in which a member is entitled to vote under any provisions of this Certificate of Incorporation and of the Bylaws. Except as may be otherwise provided by the Delaware General Corporation Law, one -third of the members, or the sole member if there be only one, shall constitute a quorum at any meeting of members, and except in the election of Directors, a majority of votes cast, a quorum being present, shall be the act of said member or members. In the election of Directors, a plurality of the votes cast shall elect." THIRD: In accordance with the provisions of Section 103(d) of the General Corporation Law of the State of Delaware, the amendments to the Company's Certificate of Incorporation set forth herein shall be effective on March& 2002, FOURTH: The foregoing amendments to the Company's Certificate of Incorporation were declared advisable and duly adopted by the Company's Board of Directors by unanimous written consent on November 10, 2001.. ,,'OOSO8 FfF IE: The foregoing amendments to the Company's Certificate of Incorporation were duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be executed in its corporate name and on its behalf by its President an the lt0day of November, 2001. HOUSroN:0070 AMOCO MANAGERS ACCEPTANCE CORP. By: Chuck Salem President iPp 0 0 A% 0 9 State of Delaware Secretary of State Division of Corporations Delivered 12:11 SW 12/06/2004 MED 12:44 X112/06/2004 SRV 040874925 2342345 FILE 1, the undersigned authorized officer of Ultimate Finance Corp., a Delaware non -stack corporation (the "drat of n. in accordance with the requirements of the Delaware General Corporation Law (the and in order to obtain the dissolution of the Corporation as provided by the Act, do hereby certify as follows: The dissolution of the Corporation was duty authorized by the Corporation's board of directors and members entitled to vote on the dissolution, in accordance with the provisions of Sections 275 and 276 of the Act. The dissolution was authorized on November 24, 2004 The following is a list of the names and addresses of the directors of the Corporation: Name Address Chuck Salem Bill Kimbro Ken Smither Steve Uphoff dy °Woodard Chuck Salem Narne CERTIFICATE OF DISSOLUTION OF ULTIMATE FINANCE CORP. Salem Oil Company 1234 North 10 Street, Lincoln, NE 68508 Tri Star Energy, LLC 2200 Clifton Avenue, Nashville, TN 37203 Downey Oil Company 806 High Street, Maryville, TN 37804 Southside Oil 4900 West Hundred Road, Chester, VA 238 Elliott il"Companyy 532 North Jefferson, Ottumwa, IA 52501 The following is a list of the names and addresses of the officers of the Corporation: Office Address President Salem Oil Company Secretary 1234 North 14 Street, Lincoln, NE 68508 Bill Kimbro Vice President Tri Star Energy, LLC 2200 Clifton Avenue, Nashbille, TN 37203 1;.:, filing. The dissolution of the Corporation contemplated hereby is to become effective upon IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Certificate of Dissolution on this Vig day of dG r 2004. IJLTIMATE FINANCE CORP. By: `L"`'r Name: Chuck Salem Title: President 811