HomeMy WebLinkAbout970543RECEIVED 4/19/2013 at 11:45 AM
RECEIVING 970543
BOOK: 809 PAGE: 619
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
ANADARKO E &P ONSHORE LLC
ASSISTANT SECRETARY'S CERTIFICATE
I, Margaret E. Roark, do hereby certify that I am a duly elected, qualified and
acting Assistant Secretary of ANADARKO E &P ONSHORE LLC, a Delaware limited
liability company (the "Company and I do hereby further certify that on April 1, 2013,
Howell Petroleum Corporation, a Delaware corporation, merged into the Company and
attached hereto as Exhibit A is a true and correct copy of the Certificate of Merger filed in
the office of the Delaware Secretary of State to effect such merger.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
Anadarko E &P Onshore LLC, this 1 day of April 2013.
Margaret E. Roark
Assistant Secretary
I9
STATE OF TEXAS
COUNTY OF MONTGOMERY
BEFORE ME, the undersigned Notary Public in and for the State of Texas, on this
day personally appeared Margaret E. Roark, Assistant Secretary of Anadarko E &P
Onshore LLC, known to me to be the person whose name is subscribed to the foregoing
document, and acknowledged to me that she executed the same for the purposes and
consideration therein expressed.
Given under my hand and seal of office this 1 day of April 2013.
KATHY L. HARPER
MY COMMISSION EXPIRES
July 9, 2015
UPON RECORDING RETURN TO:
Anadarko Petroleum Corporation
Attn: LEC Timberloch 2
P. O. Box 1330
Houston, TX 77251 -1330
2
k ak L
N ary Public and for the
State of exas
0616120 8100M
130339545
You may verify this certificate online
at corp.delaware.gov /authver.shtml
Delaware
The First State
PAGE 1
DATE: 03-22-13
0 ti 21
I, JEFFREY W. BULLOCK, 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
"HOWELL PETROLEUM CORPORATION A DELAWARE CORPORATION,
WITH AND INTO "ANADARKO E &P ONSHORE LLC" UNDER THE NAME OF
"ANADARKO E &P ONSHORE LLC A LIMITED LIABILITY COMPANY
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE,
AS RECEIVED AND FILED IN THIS OFFICE THE TWENTIETH DAY OF MARCH,
A.D. 2013, AT 6:46 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF MERGER IS THE FIRST DAY OF APRIL,
A.D. 2013, AT 6:31 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
Jeffrey W. Bullock, Secretary of State
AUTHEN C TION: 0304425
State of Delaware
Secretary of State
Division of Corporations
Delivered 06:44 PM 03/20/2013
FILED 06:46 PM 03/20/2013
SW 130339545 0616120 FILE
STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC CORPORATION INTO
DOMESTIC LIMITED LIABILITY COMPANY
Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6,
Section 18 -209 of the Limited Liability Company Act, the undersigned limited liability
company executed the following Certificate of Merger:
FIRST: The name of the surviving Delaware limited liability company is Anadarko
E &P Onshore LLC and the name of the Delaware corporation being merged into this
surviving limited liability company is Howell Petroleum Corporation.
SECOND: The Agreement of Merger has been approved, adopted, certified, executed
and acknowledged by the surviving limited liability company and the merging
corporation.
THIRD: The name of the surviving Delaware limited liability company is Anadarko
E &P Onshore LLC.
FOURTH: The merger is to become effective at 6:31 a.m., on April 1, 2013.
FIFTH: The Agreement of Merger is on file at 1201 Lake Robbins Drive, The
Woodlands, Texas 77380, the place of business of the surviving limited liability
company.
SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited
liability company on request, without cost, to any member of any constituent limited
liability company or stockholder of any constituent corporation.
IN WITNESS WHEREOF, said limited liability company has caused this certificate to
be signed by an authorized person, the 20 day of March 2013.