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L JNC0i_fq COUNTY CLERK
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AFFIDAVIT OF MERGER JL--A,[ ,t, ;,Ai fi
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FINA E&P, INC.
AND
TOTAL EXPLORATION PRODUCTION USA, INC.
INTO
TOTALFINAELF E&P USA, INC.
Affiant, Richard H. McPike, on oath swears that following statements are true:
My name is Richard H. McPike. I am an Assistant Secretary of TotalFinaElf E&P
USA, Inc., whose current street address is 800 Gessner, Suite 700, Houston, Texas 77024. On
December 29, 2000, a Certificate of Merger reflecting the merger of Fina E&P, Inc., and Total
Exploration Production USA, Inc., into TotalFinaElf E&P USA, Inc., was filed with the
office of the Secretary of State of the State of Delaware. Such merger was made effective on
January 1, 2001 at 12:05 a.m. All of the foregoing corporations were organized under the laws
of the state of Delaware. Attached hereto is a true and correct copy of a certificate of the Office
of the Secretary of State of the State of Delaware as it appears in the corporate records of
TotalFinaElf E&P USA, Inc., confirming such merger.
y~c
Richard H. McPike, Assistant Secretary
SUBSCRIBED AND SWORN TO before me on the ls` day of February, 2001.
CATHY FIELD
* MY COMMISSION EXPIRES
DECEMBER 13, 2002 Notary Public in an for the State of Texas
ACKNOWLEDGEMENT
STATE OF TEXAS §
COUNTY OF HARRIS §
This instrument was acknowledged before me on the I" day of February, 2001, by
Richard H. McPike, Assistant Secretary of TotalFinaElf E&P USA, Inc., a Delaware corporation,
on behalf of said corporation.
CATHY FIELD
MY COMMISSION EXPIRES
Notary Public in and or the State of Texas
DECEMBER 13, 2002
AFFIDAVIT OF MERGER (WYOMING) Solo Page
VS 7 8 2
State of Delaware
Office of the Secretary of State
PAGE 1
030
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE CERTIFICATE OF MERGER, WHICH
MERGES :
"FINA E&P, INC.", A DELAWARE CORPORATION,
"TOTAL EXPLORATION PRODUCTION USA, INC.", A DELAWARE
CORPORATION,
WITH AND INTO "TOTALFINAELF°E&P USA, INC." UNDER THE NAME OF
"TOTALFINAELF E&P..USA, INC.", A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, WAS RECEIVED
AND FILEDIN THIS OFFICE 'THE'TWENTY-NINTH DAY OF DECEMBER, A.D.
2000, AT 4:30 O'CLOCK P.M.
AND I.DO HEREBY FURTHER CERTIFY THAT THE AFORESAID
CORPORATION SHALL.BE GOVERNED BY THE LAWS'OF,THE STATE OF
DELAWARE.
AND_I'DO'HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF MERGER IS THE FIRST DAY OF JANUARY,
A.D. 2001, AT12:05 O'CLOCK` A.M.
Harriet Smith Wondsor, Secretary of State
0
2212986 8330 AUTHENTICATION: 0945728
010049773 DATE: 01-31-01