HomeMy WebLinkAbout970384RECEIVED 4/8/2013 at 12:52 PM
RECEIVING 970384
BOOK: 808 PAGE: 681
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
ANADARKO E &P ONSHO
LLC
ASSISTANT SECRETARY'S CE TIFICATE
I, Margaret E. Roark, do hereby certify that I am
acting Assistant Secretary of ANADARKO E &P ONSH 1
liability company (the "Company and I do hereby forth:
a.m., Eastern Daylight Time, on April 1, 2013, Lance
Delaware corporation, converted to a Delaware limited lia'
name to Anadarko LOGC Company LLC, and attached he
correct copy of the Certificate of Conversion filed in the of
of State to effect such conversion; and
I do hereby further certify that, effective at 6:31 a.
April 1, 2013, Anadarko LOGC Company LLC merged i
hereto as Exhibit B is a true and correct copy of the Ce
office of the Delaware Secretary of State to effect such mer
a duly elected, qualified and
RE LLC, a Delaware limited
certify that, effective at 6:10
1 i1 Gas Company, Inc., a
ility company and changed its
eto as Exhibit A is a true and
Tice of the Delaware Secretary
Eastern Daylight Time, on
to the Company and attached
ificate of Merger filed in the
er.
IN WITNESS WHEREOF, I have hereunto set my
Anadarko E &P Onshore LLC, this 1 day of April 2013.
SEAL
m
1964
DELAWARE A
STATE OF TEXAS
COUNTY OF MONTGOMERY
BEFORE ME, the undersigned Notary Public in an
day personally appeared Margaret E. Roark, Assistant
Onshore LLC, known to me to be the person whose name
document, and acknowledged to me that she executed t
consideration therein expressed.
Given under my hand and seal of office this 1 St day f April 2013.
KATHY L. HARPER
MY COMMISSION EXPIRES
July 9,2015
2
hand and affixed the seal of
NI. garet E. Roar
As istant Secretary
for the State of Texas, on this
ecretary of Anadarko E &P
is subscribed to the foregoing
e same for the purposes and
Publi ti and for the
State of Texas
UPON RE ORDING RETURN TO:
Anadark. Petroleum Corporation
Attn: LEC Timberloch 2
P. O. Boy{ 1330
Houston TX 77251 -1330
06 ()t
I, JEFFREY W_ BULLOCK, SECRETARY OF ST TE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THAT THE ATTACH D IS A TRUE AND
CORRECT COPY OF THE CERTIFICATE OF CONVERS ON OF A DELAWARE
CORPORATION UNDER THE NAME OF "LANCE OIL GAS COMPANY, INC." TO
A DELAWARE LIMITED LIABILITY COMPANY, CHANT. ING ITS NAME FROM
"LANCE OIL GAS COMPANY, INC." TO "ANAD 0 LOGC COMPANY LLC
FILED IN THIS OFFICE ON THE TWENTIETH DAY i ►F MARCH, A.D. 2013,
AT 6:44 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT T E EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF CONVERSION IS THE FIRST DAY OF
Derawa
APRIL, A.D. 2013, AT 6:10 O'CLOCK A.M.
2813728 8100V
130339434
You may verify this certificate online
at corp.delaware.gov /authver.shtml
The First State
e
PAGE 1
Jeffrey W. Bullock, Secretary of State
AUTHEN '.TION: 0304382
DATE: 03 -22 -13
State of Delaware
Secretary of State
Division of Corporations
Delivered 06:44 PM 03/20/2013
FILED 06:44 PM 03/20/2013
SRV 130339434 2813728 FILE
CERTIFICATE OF CONYERSI N
FROM A CORPORATION TO
LIMITED LIABILITY COMPA
PURSUANT TO SECTION 266 OF THE
DELAWARE GENERAL CORPORATION LAW
AND SECTION 18 -214 OF THE
DELAWARE LIMITED LIABILITY COMPANY ACT
This Certificate of Conversion of Lance Oil Gas Company, Inc. (the
"Corporation is being duly executed and filed by an authorized officer of the
Corporation to convert the Corporation to a limited liability Company in accordance with
Section 266 of the Delaware General Corporation Law (the "bGCL and Section 18 -214
of the Delaware Limited Liability Company Act (the "DLLCk
1. The name of the Corporation immediately prior to filing this Certificate of
Conversion was Lance Oil Gas Company, Inc.
2. The jurisdiction of the Corporation where the Corporation was first incorporated
is Delaware.
3. The date the Corporation was first incorporated and the date the original
Certificate of Incorporation of the Corporation was filed with the Secretary of
State of Delaware is October 28, 1997,
4. The name of the Delaware limited liability company as set forth in its Certificate
of Formation into which the Corporation shall be cdnverted is Anadarko LOGC
Company LLC.
5. This conversion has been approved in accordance with the provisions of Section
266 of the DGCL and Section 18 -214 of the DLLCA.
6. The conversion shall be effective at 6:10 a.m., Baste
2013.
Daylight Time, on April 1,
IN WITNESS WHEREOF, this Certificate of Conversion has been executed by
an authorized officer of the Corporation on the 20 day of M4.rch 2013.
Margaret E. Roar
Assistant Secretary
2813728 8100V
130339434
You may verify this certificate online
at corp.delaware.gov /authver.shtml
Detetwa
die First State
e
PAGE 2
I JEFFREY W BULLOCK, SECRETARY OF ST TE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THAT THE ATTACH D IS A TRUE AND
CORRECT COPY OF CERTIFICATE OF FORMATION O "ANADARKO LOGC
COMPANY LLC" FILED IN THIS OFFICE ON THE T NTIETH DAY OF MARCH,
A.D. 2013, AT 6:44 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT T E EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF FORMATION IS HE FIRST DAY OF
APRIL, A.D. 2013, AT 6:10 O'CLOCK A.M.
Jeffrey W. Bullock, Secretary of State
AUTHEN TION: 0304382
DATE: 03 -22 -13
State of Delaware
Secretary of State
Division of-Corporations
Delivered 06:44 PM 03/20/2013
FILED 06:44 PM 03/20/2013
SRV 130339434 2813728 FILE
CERTIFICATE OF FORMATIO1
OF
ANADARKO LOGC COMPANY L C
This Certificate of Formation of Anadarko LOGC Comp
duly executed and filed by the undersigned, as an authorized per
company under the Delaware Limited Liability Company Act, 6
1. The name of the LLC formed hereby is Anadarko LO
2. The address of the registered office of the LLC
Corporation Trust Center, 1209 Orange Street, Ne
Delaware 19801. The name of the registered agent
address is The Corporation Trust Company.
3. The formation of Anadarko LOGC Company LLC sh11 be effective as of 6:10 a.m.,
Eastern Daylight Time, on April 1, 2013.
IN WITNESS WHEREOF, the undersigned has executed'! 's Certificate of Formation
of Anadarko LOGC Company LLC, this 20 day of March 2013J
Marg
Author
y LLC (the "LLC is being
on, to form a limited liability
el. C. §18 -101, et. seq.
C Company LLC.
n the State of Delaware is
Castle County, Wilmington,
or service of process at such
E. Roark
zed Person
0616120 8100M
130339523
You may verify this certificate online
at corp.delaware. /authver.shtml
Jktawa
I, JEFFREY W. BULLOCK, SECRETARY OF ST TE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED I A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF MERGER, WHICH I: RGES
"ANADARKO LOGC COMPANY LLC A DELAW LIMITED LIABILITY
COMPANY,
WITH AND INTO "ANADARKO E &P ONSHORE LLB" UNDER THE NAME OF
ANADARKO E &P ONSHORE LLC A LIMITED LIAB LITY COMPANY
ORGANIZED AND EXISTING UNDER THE LAWS OF T E STATE OF DELAWARE,
AS RECEIVED AND FILED IN THIS OFFICE THE T NTIETH DAY OF MARCH,
A.D. 2013, AT 6:45 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT T E EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF MERGER IS THE FIRST DAY OF APRIL,
A.D. 2013, AT 6:31 O'CLOCK A.M.
The First State
PAGE 1
Jeffrey W. Bullock, Secretary of State
AUTHEN TION: 0304407
DATE: 03 -22 -13
0 '3
State of Delaware
Secretary of State
Division of Corporations
Delivered 06:44 PM 03/20/2013
FILED 06:45 PM 03/20/2013
SRV 130339523 0616120 FILE
STATE OF DELAWARE
CERTIFICATE OF MERGE
DOMESTIC LIMITED LIABILITY
Pursuant to Title 6, Section 18 -209 of the Delaware
undersigned limited liability company executes the followin
FIRST: The name of the surviving Delaware limited lii
E &P Onshore LLC, and the name of the Delaware limi
merged into this surviving limited liability company is Anad
SECOND: The Agreement of Merger has been approved
and acknowledged by each of the constituent limited liability
THIRD: The name of the surviving Delaware limited lia
E &P Onshore LLC.
FOURTH: The merger is to become effective at 6:31 a.m
April 1, 2013.
FIFTH: The Agreement of Merger is on file at 1201
Woodlands, TX 77380, the place of business of the survivin
SIXTH: A copy of the Agreement of Merger will be fumi
liability company on request, without cost, to any memb
liability companies.
IN WITNESS WHEREOF, said surviving limited liabili
M.
A
OF
OMPANIES
imited Liability Act, the
Certificate of Merger:
ility company is Anadarko
ed liability company being
ko LOGC Company LLC.
adopted, certified, executed
companies.
ility company is Anadarko
Eastern Daylight Time, on
Lake Robbins Drive, The
limited liability company.
hed by the surviving limited
r of the constituent limited
company has caused this
certificate to be signed by an authorized person, this 20 day of March 2013.
garet E. Roark
istant Secretary