HomeMy WebLinkAbout973945STATE OF TEXAS
COUNTY OF HARRIS
US 20955251/2
AFFIDAVIT OF MERGER
October 1, 2013
KNOW ALL MEN BY THESE PRESENTS:
[Signature page follows]
0216
On this day personally appeared before me Kyle N. Roane, who, upon being by me first
duly sworn, did depose and say as follows:
1. I am Kyle N. Roane, General Counsel and Corporate Secretary of Memorial Production
Partners GP LLC, a Delaware limited liability company (the "General Partner acting
for and on behalf of the General Partner in its capacity as general partner of Memorial
Production Partners LP, a Delaware limited partnership, in its capacity as sole member of
Memorial Production Operating LLC, a Delaware limited 1i.ability company, on behalf of
Memorial Production Operating LLC. I am over the age of eighteen (18) years and have
personal knowledge of all. of the matters set forth in this A.ffi.davit.
2. Effective on October 1, 2013, CROWN ENERGY PARTNERS, LLC, a Delaware
limited liability company, merged. with and into MEMORIAL PRODUCTION
OPERATING LLC in accordance with the provisions of Section 18 -209 of the Delaware
Limited Liability Company Act, with MEMORIAL PRODUCTION OPERATING LLC
being the surviving company following such merger. Attached hereto as Exhibit "A" is a
true and correct copy of the Certificate of. Merger issued by the Secretary of State of
Delaware evidencing the merger of CROWN ENERGY PARTNERS, LLC. with and into
MEMORIAL PRODUCTION OPERATING LLC.
3. By virtue of the above recited merger, on October 1, 2013, MEMORIAL PRODUCTION
OPERATING LLC has ownership of all the properties and assets, real, personal and
mixed, of every kind and character, and all debts, liabilities and duties, of CROWN
ENERGY PARTNERS, LLC.
RECEIVED 11/1/2013 at 10:37 AM
RECEIVING 973945
BOOK: 823 PAGE: 216
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
EXECUTED as of the first date written above.
SUBSCRIBED AND SWORN TO before me by K N. Roane, this 1 day of October,
2013, to certify which witness my hand and seal of office.
STATE OF TEXAS
COUNTY OF HARRIS
This instrument was acknowledged before me on October 1, 2013, by Kyle N. Roane, General
Counsel and Corporate Secretary of Memorial Production Partners GP LLC, a Delaware limited
lia bility company, in its capacity as general partner of Memorial Production Partners LP, a
Delaware limited partnership, in its capacity as sole member of Memorial Production Operating
LLC a Delaware limited liability company, on behalf of Memorial Production Operating LLC.
1
Notary Public, t. e of Texas
Printed Name: We/ cl t M Co 1
My Commission Expires:
rG{'j Wta. 01, 20 R
SIGNATURE PAGE
AFFIDAVIT OF MERGER
Kyle N. Roane, Affiant
0217
Notary Public, S ate of Texas
1411.4 WENDI M. COLE
Notary Public, State of Texas
My Commission Expires
February 09, 2016
EXHIBIT "A" TO AFFIDAVIT
OF
KYLE N. ROANE
(See attached)
0218
are:
CERTIFICATE OF MERGER
OF
MEMORIAL PRODUCTION OPERATING LLC
Pursuant to Section 18 -209 of the Delaware Limited Liability Act, the undersigned
limited liability company hereby certifies that:
FIRST: The name and jurisdiction of formation of each of the entities party to the merger
Name of Entity State of Formation and Type of Entity
Crown Energy Partners, LLC Delaware limited liability company
Memorial Production Operating LLC Delaware limited :liability company
SECOND: An agreement and plan of merger has been approved and executed by each of
the entities party to the merger in accordance with the requirements of Section 18 -209 of the
Delaware Limited .L.iability Company Act.
THIRD: The name of the surviving limited liability company is "Memorial Production
Operating LLC," a Delaware limited liability company.
FOURTH: The Certificate of Formation. of Memorial Production Operating LLC shall be
the Certificate of Formation of the surviving limited liability company.
FIFTH: The .merger is to become effective on. October 1, 20.13.
SIXTH.: The executed agreement and plan of merger is on file at 1301 McKinney Street,
Suite 2100, Houston, Texas 77010, the address of the principal place of business of the surviving
limited liability company.
SEVENTH: A copy of the agreement and plan of merger will be furnished by the
surviving limited liability company, on request and without cost, to any member or any person
holding an interest in any other entity party to the merger.
(signature page follows)
0219
IN WITNESS WHEREOF, Memorial Production Operating LLC has caused this
certificate to be signed by an authorized officer on October 1, 2013.
MEMORIAL PRODUCTION OPERATING LLC
By: Memorial Production Partners LP, its sole
member
By: Memorial Production Partners GP LLC, its
general partner
By:
[Delaware Certificate of Merger]
Kyle N. Roane
General Counsel and Corporate Secretary
0220