HomeMy WebLinkAbout889380LINCOLN COUNTY,. WY
STATE OF TEXAS §
COUNTY oF DALLAS §
889380
BOOK~A~ PR PAGE 300
TH/S IS ONE OF '-~ DOCUMENTS
TO BE-RECORDED. PLEASE RECORD
TInS DOCUMENT 1
RECEIVED
'""'-"-;~-,",' COLiF,,/Ty CLERK
AFFIDAVIT
BEFORE ME, the undersigned authority, on this day personally appeared WILLIAM CASEY
MCMANEM1N ("Affiant"), to me well known to be a credible, adult citizen competent in all respects to make
this Affidavit and who, having first been by me duly sworn, upon his oath deposed and said as follows:
1. Affiant is a resident of Dallas County, Texas, and has personal -knowledge of the matters recited herein.
2. Affiant is Chief Executive Officer of Dorchester Minerals L.P., a Delaware limited partnership, and
makes this Affidavit in such capacity on behalf of said limited partnership.
That, pursuant to that certain Conveyance of Overriding Royalty Interest dated September 27, 1993
recorded in Volume 336PR, page 620, of the Records of Lincoln County, Wyoming, Republic Royalty
Company, a Texas general partnership did grant, sell and convey to the Royalty Owners 'set forth on
Annex I thereto an overriding royalty interest (commonly referred to in the oil and gas industry as a net
profits interest) in the properties described in Exhibit A thereto (the "Subject Interests");
That, pursuant to that certain unrecorded Conveyance of Overriding Royalty Interest dated September
27, 1993, Republic Royalty Company, a Texas general partnership did grant, sell and convey to RRC
NPI Holdings, L.P., a Texas limited partnership, an additional overriding royalty interest in the
properties described in Exhibit I thereto, being the same properties as the Subject Interests;
That, pursuant to a Plan of Conversion and Contribution Agreement dated January 31, 2003, Republic
Royalty Company converted to Republic Royalty Company, L.P., a Texas limited partnership ("RRC
LP"), (i) effective at 11:57 PM CST on January 31, 2003, and, (ii) pursuant to that certain
Reconveyance of Overriding Royalty Interest dated January 31, 2003 the Royalty Owners and RRC
NPI Holdings, L.P. conveyed the overriding royalty interests described in (3) and (4) above to RRC LP
in exchange for limited partnership interests in RRC LP, effective irmnediately follou4ng the conversion
of Republic Royalty Company to Republic Royalty Company, L.p. A copy of a certified copy of RRC
LP's Certificate of Limited Partnership is attached hereto as Exhibit 1;
That, pursuant to that certain Assignment, Conveyance and Assumption Agreement dated January 31,
2003, RRC LP did grant, sell and convey its interest in the properties described in Exhibit A thereto to
Dorchester Minerals Operating LP, a Delaware limited partnership, subject to the reservation of an
overriding royalty interest, effective at 11:59 PM CST on January 31, 2003. The properties described
in Exhibit A attached thereto consist of a limited number of the RRC LP ;s properties;
.¸
That, pursuant to that certain Assignment, Conveyance and Assumption Agreement dated January 31,
2003, Spinnaker Royalty Company, L.P., a Texas limited partnership ("SRC LP") did grant, sell and
convey its interest in the properties described in Exhibit A thereto to Dorchester Minerals Operating LP,
a Delaware limited partnership, subject to the reserVation of an overriding royalty interest, effective at
11:59 PM CST on January 31, 2003. The properties described in Exhibit A attached thereto consist of
a linfited number of SRC LP's properties,
That, pursuant to that certain Assignment, Conveyance and Assumption Agreement dated January 31,
2003, DOrchester Hugoton, Ltd., a Texas limited partnership ("Dorchester Hugoton") did grant, sell and
convey its interest in the properties described in Exhibit A thereto to Dorchester Minerals Operating LP,
a Delaware limited partnership, subject to the reservation of an overriding royalty interest, effective at
11:59 PM CST on January 31, 2003. The properties described in Exhibit A attached thereto consist of
all of Dorchester Hugoton's properties located in Texas County, Oklahoma.
That, pursuant to that certain Assignment, Conveyance and ASsumption Agreement dated January 3 i,
2003, Dorchester Hugotork Ltd., 'a Texas limited partnership (,Dorchester Hugoton") did grant, sell and
convey its interest in the pioperties described in Exhibit A thereto to Dorchester Minerals Operating LP,
a Delaware limited partnership, subject to the reservation of an overriding royalty interest, effective at
11:59 PM CST on January 31, 2003. The properties described in Exhibit A attached thereto consist of
all of Dorchester Hugoton's properties located in Stevens County, Kansas;
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30]
10.
That, pursuant to that certain Assignment and Conveyance dated January 31, 2003, Dorchester
Hugoton did grant, sell and convey the overriding royalty interest described in (8) and (9) above to
Dorchester Minerals, L.P., a Delaware limited partnership ("DMLP") effective as of 12:00 AM CST on
February 1, 2003;
11. That, effective as of 12:00 AM CST on February 1, 2003, RRC LP merged with and into DMLP. A copy
of a certified copy ofRRC LP's Certificate of Merger is attached hereto as Exhibit 2;
12. That, effective as of 12:01 AM CST on February 1, 2003, SRC LP merged with and into DMLP. A copy
of a certified copy of SRC LP's Certificate of Merger is attached hereto as Exhibit 3;
13. That, pursuant to that certainAssignment and Conveyance dated January 31, 2003, DMLP did grant,
sell and convey the overriding royalty interest described in (10) above to Dorchester Minerals Oklahoma
LP, an Oklahoma limited parmership, effective as of 12:02 AM CST on February 1, 2003;
That, pursuant to that certainAssignment and Conveyance dated January 31, 2003, DMLP did grant,
sell and convey the overriding royalty interest described only in (6) above to Dorchester Minerals
Oklahoma LP, an Oklahoma limited partnership, effective as of 12:02 AM CST on February 1, 2003;
That, pursuant to that certain Assignment and Conveyance dated January 31, 2003, DMLP did grant,
sell and convey the overriding royalty interest described only in (7) above to Dorchester Minerals
Oklahoma LP, an Oklahoma limited partnership, effective as of 12:02 AM CST on February 1, 2003
That, pursuant to that certainAssignment, Conveyance andBill of Sale dated January 31, 2003, DMLP
did grant, sell and convey certain properties located in the State of Oklahoma formerly owned by RRC
LP and SRC LP to Dorchester Minerals Oklahoma LP, an Oklahoma limited partnership, effective as
of 12:02 AM CST on February 1, 2003.
14.
15.
16.
This Affidavit is filed ~'or the limited purpose of describing and explaining the effect of the
instruments to be filed immediately hereafter in the subject jurisdiction and to generally desCribe
the effects thereof.
The effect of the transactions described above is as follows:
Properties formerly owned by Dorchester Hugoton, Ltd. in Stevens County, Kansas
and Texas County, Oklahoma are now owned by Dorchester Minerals Operating LP,
subject to the reservation of an overriding royalty interest (commonly referred to as
a net profits interest).
A limited number of properties formerly owned by Republic Royalty Company
(described in the instruments referred to in (6) above) are now owned by Dorchester
Minerals Operating LP, subject to the reservation of an overriding royalty interest
(commonly referred to as anet profits interest).
A limited number of properties formerly owned by Spinnaker Royalty Company, L.P.
(described in the instruments referred to in (7) above) are now owned by Dorchester
Minerals Operating LP, subject to the reservation of an overriding royalty interest
(commonly referred to as a net profits interest).
The overriding royalty interests described in (A), (B) and (C) are now owned by
Dorchester Minerals Oklahoma LP.
Ail properties formerly owned by Republic Royalty Company and Spinnaker Royalty
Company, L.P. located in the State of Oklahom~ other than properties owned by
Dorchester Minerals Operating LP described in 03) and (C) are now owned by
Dorchester Minerals Oklahoma LP.
Ail other properties formerly owned by Republic Royalty Company and Spinnaker
Royalty Company, L.P., meaning all properties other than those referred to in 03) and
(C) or located in the State of Oklahoma, are now owned by Dorchester Minerals, L.P.
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302
· Whereas, the undersigned has executed these presents along with many of the instruments referred
to above in the capacity set forth herein, and that the signature set forth below and in the attached
documents is his true and correct signature.
FURTHER AFFIANT SAITH NAUGHT.
SUBSCRIBED AND SWO~N TO BEFORE ME, this 31st day of March, 2003.
~] ~-~} MY COMMISSION EXPIRES I!
NOTARY PUBLIC
STATE OF TEXAS
STATE OF TEXAS §.
COUNTY OF DALLAS §
The foregoing instrument was acknowledged before me this 3 1't day of March, 2003, by
William Casey McManemin.
NOTARY PUBLIC
STATE OF TEXAS
When recorded return to:
William Casey McManemin
3738 Oak Lawn Avenue, Suite 300
Dallas, Texas 75219-4379
Note to Recording Officer:
This instrument should be indexed in the names of Dorchester Hugoton, Ltd., Republic
Royalty Company and Spinnaker Royalty Company, L. P., as Grantors (Direct), 'and
Dorchester Minerals, L.P., Dorchester Minerals Operating LP and Dorchester Minerals
Oklahoma LP, as Grantees (Indirect).
-3-
Exhibit 1 to Affidavit
of
William Casey McManemin
dated
March 31, 2003
3O3
Corporations Section
P.O.Box 13697
Austin, Texas 78711-3697
Otlice ot' the Secretary of State
Gwyn Shea
SecremD' of State
The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and
correct copy of each document on file in this office as described below:
Republic Royalty Company, L.P.
Filing Number: 800169568
Certificate of Limited Partnership
January 31, 2003
In testimony whereof, I have hereunto signed my name
officially and cauSed to be impressed hereon the Seal of
State at my office in Austin, Texas on March 07, 2003.
Gwyn Shea
Secretary of State
PHONE(512) 463-5555
Prepared by: ])ebbie Melvin
Come visit us on tim intemet at http://wwvw.sos.state.tx.us/
FAX(512) 463-5709
TTY7-1-1
0S L 3 0 , 3 0 4
P. Og
CERTIFICATE OF LI/MXrED PA.RTNEKStTIP
OF
FILED
In the Office of the
.~ecretary of St2te of Taxa-'
JAN 0
o l 20~]3
REPUBLIC ROYALTY COMPANY, L.P.
(formed pursuant to the conver, lon.of Republic Royalty CompliiS}lporations Section
Tiffs Certificate of Limited Parmcrskip (this "CcrtificaW') of Republic Royalty
Company, L.P. (the "Partnership"), datod this 31st day of January, 2003, has been duly executed
and is being filed in accordance.w/th the provisions of thc Texas Revised Limited Partncrship
Act (the "Ace').
1. Name. The name of the limited partnership formed hereby is Republic Royalty
Company, L.P.
2. Registered Office and Registered ~4gent. Thc address of the registered office of
the Partnorsh/p in the State of Texas is 3738 Oak Lawn Avenue, Sthto 300, Dallas, Texas 75219,
and the name of the xegistered agent for service of process on the Pm'tnm'ship at such address
xequired to be maintained in accordance with Section 1.06 of the Act is William Casey
McManemin.
3. Principal Office. The mailing address of the Parmu, rship shall be 3738 Oak Lawn
Avenue, Suite 300, Dallas, Texas 75219. The address of ttm principal offic~ m the united States
where Parmership records are to be kept or made available under Section 1.07 of the Act is 3738
Oak Lawn Avenue., Suite 300, Dallas, Texas 75219.
4. General Partner. The nam~ of the general partners of the Partnership and their
mailing addresses md street addre..ss~s are a.s follows:
SAM Parmer~, Ltd., a Texas
limited partnership
~I Address
3738 Oak Lawn Avenue, Suite 300
Dallas, Te~s 75219
Vaughn Petroleum, Ltd.,
Texas limited partnesskip
3738 Oak Lawn Avcmm, Suite 101
Dallas, Tc. xm 75219
5. Date of Formation. In ~ccordance with Section 2.01('o) of th~ Act, the
Parmership shall be formed at the time of6l~ng th/s Certificato with the Secret/u3, of State of the
State of T~as.
6. Convert/on. In re:cea'dance with Sect/on 9.01 of the Texas Revised Partnership
Act (the "TRPA"), the Partnemhip is be/ag created purmiant to the conversion of Republic
Royalty Company, a Texas genre'al partnemhip (tim "Oeneral Partnership"), into the Partner'ship
(the "Convea',aion"). Purmmnt to the Converlrion and in A~'-¢ordance with Section 9.01 of the
TRPA, the following is atte.~ted:
The Cren~ Parmm-ship is converting from a parmonhip that is not a limited
partnership to a limited pm-mm-ship;
2
3O5
P. O?
O)
·
(d)
The name of the General Partnez~p before the Conversion to a ILmited
parmer~p is Republic Royzflty Company;
The navn~ of the general paxtners of the General'Partnership before the
Conversion include: SAM Farmers, Ltd. and Vaughn Petroleum, Ltd.;
The state in Which tl~ General Partnemhip was organized before the Conversion
La Texas;
(e)
The nme of the parmerskip atter the Conversion shill be Republic RoYalty
Compmay, L.P.; and
(f) Pursuant to Section 2.12 of the Act, tho effective date and time of the Conversion
shall be 11:57 p.m. Central Standard Tim~ on Jv, nuary 31, 2003.
IN WITNESS WHEREOF, the m~dersigned general partne~ of the Partnership havc duly
executed tkis Certificate as of the day and year first afore~id.
SAM PARTNERS, LTD.
BY: SAM P?.ers..//~Tg/~d~t, Inc., its general
VAUGItN PETROLEUM, LTD.
BY:
VPL (GP~ it~;eneral partner
Robert C. Vaughn, M~ger
069041 O0000J DA.L[~ IlJ3114_i.[XX:
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3
Exhibit 2 to Affidavit
of
William Casey McManemin
dated
March 31', 2003
3O6
D are
PAGE 1
The :irst State
I, HA.P, RIET SMITH WINDSOR, SECRETARY OF STATE OF 'THE STATE OF
DELAWARE,. DO HEREBY CERTIFY THE ATTACHED IS A 'TRUE AND CORRECT
COPY OF THE CERTIFICATE OF FfERGER, WHICH FfERGES:
"REPUBLIC ROYALTY COMPANY, L.P. ", A TEXAS LIMITED
PkRTNERSlt I P,
WITH AND INTO "DORCHESTER MINERALS, L.P." UNDER THE NAME OF
"DORCHESTER MINERALS, L.P. ", A LIMITED PARTNERSHIP ORGANIZED AND
EXISTING UNDER TItE LAWS OF THE STATE OF DELAWARE, AS RECEIVED
AND FILED IN THIS OFFICE THE THIRTY-FIRST DAY OF JANUARY, A.D.
2003, AT 5 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
TEE AFORESAID CERTIFICATE OF MERGER IS THE FIRST DAY OF
FEBRUih~RY, A.D. 2003.
3468253 8100M
030093625
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 2259150
DATE' 02-13-03
1
307
FROM CORPORATION TRUST WlLM. TEAM #2
(FRI) 1.~1'03 19:09/8T. 19:OS/NO. 4863796853 P 2
OF
m tr i C
(m Tex~ Limi~d Partn~rahip)
WITH .42,[D INTO
DORCI~STER ~S,'L.P.
(a Delswsr~ Limited Pa~e~p)
follo'ws:
The zmmc and jurisdic~on of formation or organization of each of the cnfitie~ i~ ~s
Jurisdiction of Formation or
2. An agreement and plan of m~rger (t.h, "Plan") h~ l~m approv¢d/md ~x,cuted by
KR.C and tl~ S1A'~iving F.n~ty~
3. The uame of the ~tWiving emity i~ Dorchesmr Min~al~, L2., a Ddawa~ limit~l
partn~a'fl:dp.
4. The Mexger shall be effective as of I:00 ~,u~ Easmm Standard Timc (12;00 am,
Central Sumdard T'un~) (the '~ffective Tlmw,) on February 1, 2003.
5, The Plan h on file at tl~ pl,,,-c of bufin~ of the surviving y.,ntky, located at 3 738
Oak LawzL b-%tire 300, D~ILax, Teauu 75219.
6. k copy of thc Plan will be fumish~ by lbo Surviving Eatity, on request uud
witl~ut cost, to any parm~ of RRC or the Surviving Bntity,
STATE OF DELAWARE
SECR. ETARY OF STATE
DIVISION OF CORPORATIONS
FILED 05:00 PM 01/31/2003
030068083 -- 3468253
308
!~ W~ ~o~, ~ u~er~i~ ha~ c~u~od this ~cate of M~ri~ to I~
~xecu~od a~ ofSauuary 31, 2003.
a Del~w~,,re thaited pm"tae~ahip
Tide;
William Casey McNemin
3
Exhibit 3 to Affidavit
of
William Casey McManemin
dated
March 31, 2003
309
The l:irst State
PAGE 1
I, HARRIET SMITH WINDSOR, SECRETA/~Y OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE A-ND CORRECT.
COPY OF THE CERTIFICATE OF MERGER, WHICH Iv~ERGES:
"SPINNAF~ER ROYALTY COI~PA/x;Y, L.P. ~, A TEXAS LIMITED
PA-RTNERS HIP,
WITH AND INTO "DORCHESTEi~ MINERALS, L.P." UNDER THE NAPIE oF~
"DORCHESTER MINERALS, L.P. ", A LIMITED PkRTNERSHIP ORGANIZED i~D
EXISTING UNDER THE LAWS OF THE STATE OF DELAWAP, E, AS RECEIVED
A_ND FILED IN THIS OFFICE THE THIRTY-FIRST DAY OF JA_NUA_RY, A.D.
2003, AT 5'01 O'CLOCK P.M.
i~ND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF lVIERGER IS THE FIRST DAY OF
FEBRuA-KY, A.D. 2003, AT 1:01 O'CLOCK A.M.
3468253 8100M
030093625
Harriet Smith Windsor, Secretary of State
AUTHENTICATION' 2259038
DATE' 02-13-03
FROM CORPORATION TRUST WILM, TEAM #2
(FRI) 1, ~1' 03 19':09/ST. 19:05/N0. 486379655~ P 5
follows:
Yursuaat to thc provisions of Section 17-211 of the D~awar¢ Revised Uniform Llmlt. d
Partucrship Act, thc undemsigrmi limited partnc~p, Dorchester Mi~als, L.P., 'a Dclawar~
limited paz~esship (thc "Surviving EntitT"). adopU the following Ceu~ of Ivlcrgc~ for thc
Purpo~ of eff~ctiug a merger of SPlnnakcr Royalty Company, L.P., a Tcx,~ limitc4 pafmcr~hip
("$RC"), with and into the S~rviving F,,t~t7,
The mune and j~on of forma~n or organization of e~h of the a. titics }3 ~
Name of Entity Jurbdlction of Formation or
2, An agrct, m~ and phm ofm~rgcr (thc "Plan") ha~ bct.,n appruveA ~ud exccmed by
SKC and thc Surviving Entity.
The name of thc ~-viving entity ~$ Darchcstcr ~ncr~ L.P., a Delaware limed
partnership,
4. Th~ Mergur st~ bc cffecti~ as of 1:01 a.ra. Easmn ~dTh~ (,12:01 a.m.
Central' Sumdard Time) (thc "Effective Time") on February 1, 2003.
5. The Plan Ls ou ~e at th~ place of business of thc Surviving Entity, located a13738
Oak Lawn, Suite 300, Dall~,-'r~s 75219,
6. A copy of the Plan will be fumish~ by the Surviving Entry, on request and
without co~., to auy panne~ of SRC or thc Surviving ~_~tity.
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 05:01 PM 01/31/2003
030068139 - 3468253
2
311
IN ~ ~o1,, tho u~d~Jtgn~l h~ ~
ex~ ~ of J~Jaum-y 31, 2003. ..
tl~ Ceffifl~c of Merger to be
a Dehw~r~ limitod ~
WBliam Casey McNemin