The URL can be used to link to this page

Home My WebLink About8881338881 REOF_.IVED LINOOLN COUNTY CLERK ~JPPLICATION FOK CERTIFICATE O ,FREGISTRATION OF LImITED.PARTNERSHIp FILED: 09/04/2002 CID: 2002-00439025 WY Secretary of State Wyoming Secretary of State Corporations Division The State Capitol Building Cheyenne, WY 82002-0020 "B OOK4,.,~.~PR PAGE Phone (307) 777-73 i 1/7312 Fax (307) 777-5339 E-mail: corporations~state.wy, us Pursuant to the provisions of the Wyoming Uniform Limited Partnership Act (W.S.§ 17-14-201 through § 17-14-1104), the undersigned limited partnership applies for a Certificate of Registration to transact business in the state of Wyoming, and for that purpose submits the following statement: 1. '- The name of the limited partnership is: Anadarko E&P Company LP 2. The name it proposes to register and transact business in Wyoming is: Anadarko E&P Company Limited Partnership W.S. §17-14-1004 requires that the name of a foreign limited partnership must include without abbreviation the words "limited partnership." Item two above may be used to meet this requirement. 3. It is formed under the laws of the state of Delaware (a) The date of its formation is: (b) The period of its duration is: rn August 13, 2002 Perpetual -~ rn The mailing address where 'Correspondence can be sent is: -< 1201 Lake Robbins Drive, The Woodlands, TX 77380 The address of its proposed registered office in Wyoming and name of its proposed registered agent at that address is: c/o C T Corporation System, 1720 Carey Avenue, Cheyenne, WY 82001 C T Corporation System (The agent must be an individual resident in Wyoming, a Wyoming corporation, or a foreign corporation qualified in Wyoming, either of which must be in good corporate standing.) 91Y044 - 6/26100 C T System Online 012 7. The address of the office required to be maintained in the state of its organization by the laws of the state, or if not so required, of the principal office of the foreign limited partnership is: 1209 Orange Street, Wilmington, DE 19801 The name and business address of each general partner: Anadarko General Resources, LLC, 1201 Lake Robbins Drive, The Woodlands, TX 77380 The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is canceled or withdrawn is 1201 Lake Robbins Drive, The Woodlands, TX 77380 Dated: By Anadarko General Resources LLC, 0 - ; Gen~/al p General Partne: Filing Fee: $100.00 Instructions: Give the exact name of the limited partnership in Item #1. The application must be signed by a general partner. A foreign limited partnership shall file, along with their Application of Registration, a Certificate of Existence, signed by the proper authority from the state where the partnership is formed. Revised: 5/2000 WY044 ~ 6/26/00 C T System Online 013 CONSENT TO APPOINTMENT BY REGISTERED AGENT Wyoming Secretary of State Corporations Division The State Capitol Building Cheyenne, WY 82002-0020 Phone (307) 777-7311/7312 Fax (307) 777-5339 E-mail: corporations~state.wy, us I, C T Corporation System registered agent for Anadarko E&P Company LP on the date shown below. The registered agent certifies that he is: (circle one) (a) An individual who resides in this state and whose business office is identical with the registered office; (b) A domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office; or (c) A foreign corporation or not-for-profit foreign corporation autho- rized to transact business in this state whose business office is iden- tical with the registered office. Dated this 30 day of August By: C T~ Signature of Registered Agent , voluntarily consent to serve as the 2002 EA Wallace Assistant Secretary Revised: 5/2000 WY044 - 6/26/00 C T SFa~'m Online The First tate I, HAI{RIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "ANADA/{KO E&P COMPANY LP" IS DULY FORMI~D UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE FIFTEENTH DAY OF AUGUST, A.D. 2002. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN- FILED TO DATE. ' ............ A.ND I DO HEREBY FURTHER CERTIFY THAT THE i~AL .TAXES HAVE BEEN PAID TO DATE. 0616120 8300 020518932 Harriet Smi~ Windsor, Secretary of $~a[e AUTHENTICATION: 1939109 DATE' 08-15-02 '.~ ",-,',~ ~ ~ d~' ," ~','!'~ / '~;".h ~',"? .' : ',~'? ,, '~ .~'.,, ..' , ~.?, 'i 'l~','"', :9 :v · :C,? "./.*~,~ .-"-,",,~' '",7~,, ','-.' ,~-,:" ~,~'. ~,,-%?-Y;W'.~-.,~;-~ .....State of Wyoming Office of the Secreta~ of State United States of America, State of Wyoming ss. I, JOSEPH B. MEYER, Secretary of State of the State of Wyoming, do hereby certify that the filing requirements for the issuances of this certificate have been fulfilled. CERTIFICATE OF REGISTRATION OF ·.. ANADARKO E&P COMPANY LP (FN: ANADARKO E&P COMPANY LIMITED PARTNERSHIP) ... ccF'~:77brdi~ ................... ; A p dir/gly,.tti'~/~ndbi-~:i~he:~IJ'b.y V. jrtue of the authority vested in me by law, hereby ] . ~ TEST~O~. -.~~OF, I have hereunto set my hand and kff~d ~he Grea~ Seal of the State of Wyom~g. Done at /" Cheye~e,:the :Capital, this day of SEPTEMBER A.D., 2002. .' ...... 7'~'¢?-'7 ---~'~'-~ ........................................... : ..... =================================================== 016 a. STATE OF wYoMING " ' · Secretaw of State I hereby certify that this is ~ true nd complete copy of the document as filed in this office. ' D w/e The First State PAGE 1 017 I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWA/tE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE CORPORATION UNDER THE NAIVE OF "RME PETROLEUM COMPANY" TO A DELAWARE LIMITED PARTNERSHIP, CHANGING ITS NAIvfE FROM "RME · PETROLEUM COMPA1N-Y" TO "AINADA_RI{O E&P CObfPD2~f LP", FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF AUGUST, A.D 2002, AT 4 O'CLOCK P.M. 0616120 8100V 030067362 HarrietSmith Windsor, Secrem~ofSmte AUTHENTICATION' 2237133 DATE' 01-31-03 The First State PAGE 2 I, HkRRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWkRE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF LIMITED PARTNERSHIP OF "A/qADA_R_KO-E&P COMPA1N'Y LP" FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF AUGUST, A.D. 2002, AT 4 O'CLOCK P.M. 0616120 8100V 030067362 Harriet Smith Windsor, Secretary of State AUTHENTICATION' 2237133 DATE' 01-31-03 019 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 04: O0 PM 08/13/2002 020512742 - 061 6120 CERTIFICATE OF CONVERSION FROM A CORPORATION TO A LIMITED PARTNERSHIP PURSUANT TO SECTION 266 OF THE DELAWARE GENERAL CORPORATION DAW AND SECTION 17-217 OF THE DELAWARE REVISED UNIFORM LIMITED PARTNERSHIP ACT The converting ~mtity waz incorporated under thc lawa of fl~e state of Delaware by filing its original cemificate of incorporation with the Secretary of State of Delawa~ on September 29, 1964. The conve~ng entity was originally incorporated under the name of Champlin Petroleum Company and its current name is R2vtE Petroleum Company. Upon conversion fi.om a corporation to a limited partnership the n~rne of the entity will change to Anadarko E&P Company LP. The conversion has been approved in aecordaaee with the provisions of Section 266 of the Delaware General Corporation Law aud Section 17-217 of the Delaware Revised Uniform Limited Parmvrship Act. IN W1TNESS WHEREOF. RME Petroleum Company arid Anadarko General Resource~ LLC have caused lhi$ Certificate of Conversion to be signed by their authorized officers oh this 13a' day of Auguat, 2002. RME PETROLEUM COMPANY ~-St~ Martin ~Vice President ANADARKO GENERAL R.ESOUP, CES LLC James R./.,arson Vice Pre. si dent ** TOTAL P~GE.OG ** O20 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 04:O0 PM 08/13/2002 020512742 - 0616120 CERTIFICATE OF LIMITED PARTNERSI-IIP OF ANADARKO E&F COI~I]F'ANY LP Thc undersigned as general partner of Anadarko E&P Company LP (the "Parmership"), in connection with the conversion of a Delaware corporation to a limited partnership pursuant to the Delawaxe Revised Uniform Limited Panner~hip Act, hereby e,rtifies and state~ as follows: The name of the Partnership is Anadarko E&P Company LP. The address of thc registered office in thc state of Delaware is Corporation Trust Center, 1209 Orange Srre,t, in the City of Wilmington, County of New Castle. The name of thc registered agent of the Parmership at such addre~ for service of process is The Corporation Trust Company. The location 'of thc principal office in thc United States where records of the partnership are to be kept or made available is 1201 Lake Kobbins Drive, The Woodlands, Texas 77380. 4. The name and mailing address of the General P~xtner is: Anadarko General Rcsom-ccs LLC 1201 Lake Kobbins Drive The Woodlands, TX 77380 IN WITNESS WHEREOF, the undersigned has executed this Certificate to be effective as of the 1.3'~ day of August, 2002. ANADA. R~O GENERAL I~SOURCES LLC Vice President