HomeMy WebLinkAbout904587 ,, zR. EV. D~,~F--I.V.E
CLERK
9 0 [ ,~i'~tant Secretary's Cc;,-tifi.¢at,~ ~?I II:
I, Elaine D. Hegler, the duly appointed Assistai~t Secr6taPy of, Dg~e Energy Field
Se~ices, LP, a Delaware limited pa~nership, do hereby ce~ify that attached hereto are
tree, co~ect and complete copies of the following tloc tmmnts:
Certificate of Amendment of Certificate of Incorporation of Champlin Gas
Processing Co. changing its name to Union ['acific Gas Processing Co. on
May 21, 1987 including the evidence o1' filing the Certificate of
Amendment with the Del aware Secretary o1' State.
Certificate of Amendment of Certificate of lncoxporation of Union Pacific
Gas Processing Co. changing its name to Duke Energy Gas Processing Co.
on May 13, 1999 including the evidence of filing the Certificate of
Amendment with the Delaware Secretary o1' State.
Certificate of Merger of Duke Energy Gas Processing Co. into Fuels
Acquisition Company, L.P. on July 21, 1999 including the evidence of
filing the Certificate of Merger with the Delaware Secretary of State;
Certificate of Amendment to the Certificate oF Limited Partnership of
Fuels Acquisition Company, L.P. changing its name to Duke Energy
Gathering and Processing, L.P. dated September 7, 1999 including the
evidence of filing the Certificate of Amendment with the Delaware
Secretary of State; and
Certificate of Merger of Duke Energy Gathering and Processing, L.P. into
Duke Energy Field Services, LP dated June _95, 2001 but effective June
30, 2001 including the evidence of filing tl}c Certificate of Merger with
the Delaware Secretary of State;
IN WITNESS WHEREOF, I have executed this Assistant Secretary's Certificate
as of the 27th day of October, 2004.
Elaine 1). 1 lcgler,
Assistant Secretary
STATE OF COLORADO §
COUNTY OF DENVER §
The foregoing instrument was acknowledged before me this 27th day of October,
2004, by Elaine D. Hegler, Assistant Secretary ol' Duke Energy Field Services, LP, a
Delaware limited partnership, on behalf of the limit cd parmership.
y con3missign expires:
,~.. . ,,,.,....~,,,,, -~[~.-
O?NO~-,-.
Notary Public
090458?
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
FILED
CHAMPLIN GAS PROCESSING CO., a corporation organized and
existing under and by virtue of the General Corporation Law of .the
State of Delaware,
DOES HEREBY CERTXFY~
FIRST: That the Board of Directors of said corporation, by
the unanimous written consent of its members, filed with the
minutes of the board, adopted a resolution proposing and declaring
advisable the following amendment to the Certificate of
Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation
of CHAMPLIN GAS PROCESSING CO. be amended by
changing the First Article thereof so that, as
amended, said Article shall be and read as
follows:
"The name of the corporation is UNION PACIFIC
GAS PROCESSING CO."
SECOND: That in lieu of a meeting and vote of shareholder,
the sole shareholder has given its written consent to said
amendment in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
09045S? - '
THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Sections 242 and 228
of the General Corporation Law of the Sta~e of Delaware.
IT WITNESS WHEREOF, said CH~IPLIN GAS PROCESSING CO. has
caused th~s certificate to be siqned by R. S. Jackson, Vice Presi-
dent, and attested by R. E. Thompson, its Secretary, this 1st day
of May, 1987.
055 2
CHAMPLIN GAS PROCESSING
CO.
R. S. ~Ackaon
Vice President
A~"~ EST:
R. Thompson, y
The First
PAGE 1
I, HARRIET 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 AMENDMENT OF "CHAM~LIN GAS PROCESSING
CO. ", CHANGING ITS NAME FROM "CHAI~IPLIN GAS PROCESSING CO." TO
"UNION PACIFIC GAS PROCESSING CO. ", FILED IN THIS OFFICE ON THE
TWENTY-FIRST DAY OF MAY, A.D. 1987, AT 10 O'CLOCK A.M.
0879776 8100
040534476
- Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 324 7448
DATE: 07-21-04
09045S?
0554
CERTIFICATE OF AMEN [)MENT
OF
CERTIFICATE OF INCORPORATION -
OF
UNION PACIFIC GAS PROCliSSING CO.
Union Pacific Gas Processing Co., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES
HEREBY CERTIFY:
First: That the Board of Directors of the Corporanon, by a unanimous written consent in
conformance with Section 141 (f) of the General Corporation Law of the State of Delaware,
adopted resolutions proposing and declaring advisable that the Certificate of Incorporation of the
Corporation be amended so that Number 1 shall be and read as follows:
"1. The name of the corporation is Duke Energy Gas Processing
Co."
Second: That thereafter the sole stockholder of thc Corporation entitled to vote in respect
of such Amendment, acting pursuant to Section 228 of the General Corporation Law of the State
of Delaware, has given its written consent to such amendment.
Third: That such amendment was duly adopted in accordance with the applicable
provisions of Sections 242, 141(f) and 228 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Union Pacific Gas Processing Co., has caused this certificate
to be signed in its corporate name by J. W. Mogg, its President and Chief Executive Officer, and
Beverly J. Fite, its Assistant Secretary, this 13t~ day of May, 1999.
UNION PACIFIC GAS PROCESSING CO.
By:
[Seal]
ATTEST:
Beverly J. Fite, As~stant gecretary
J. W. Mf~'g/gj
President and Ch ief Executive Officer
0~045S?
State of Delaware
Office of the Secretary of State
PAGE
0555
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "UNION PACIFIC GAS
PROCESSING CO. ~, CHAN~NG ITS 1~o~. FROM ,,Tr~s?m~
PROCESSING CO,fi'" TOd'~D~';;'E~'~G~-'~S PROee~t~
0 I CLOCK l'tl~ i M i" 'ii : t' ' ] : I.
=~ ~um~ OF::.'~:~'S CERT-i~I'~TE HAS BEEN FOR~D TO THE
A
~W ~ST~E CO~ ~'CO~R OF DEEDS.
0879776
991191549
8100
Edwm'd J. Freel, Secretary of State
9744375
AUTI t ENTICATION:
DATE: 05-14-99
0 3045S?
CERTYFICATE OF MERGER
0556
OF
DUKE EN'F. RGY GAS PROCESS~IG CO.
INTO
FUELS ACQUISITION COMPANY, L.P.
a Delaware Limited Partnership
Pursuant to Section 263 of the General
Corporation Law of the State of Delaware
Fuels Acquisition Company, L.P., a Delaware limited partnership, does hereby certify as
follows:
FIRST: That the names and states of incorporation of each of the constituent entities
of the merger are as follows:
N&ME
STATE OF INCORPORATION
DUKE ENERGY GAS PROCES SING CO.
DELAWARE
FUELS ACQUISITION COMPANY, L.P.
DELAWARE
SECOND: That an Agreement and Plan of Merger bet~veen the constituent entities to the
merger has been approved, adopted, certified, executed and acknowledged by each of the constituent
entities in accordance with the requirements of Sections 228 and 263 of the General Corporation
Law of the State of Delaware and Section 17-211 of' the Delaware Revised Uniform Limited
Partnership Act.
THIRD: That the name of the surviving entity or' the merger is Fuels Acquisition
Company, L.P. (the "Surviving Limited Partnership").
FOURTH: That the Certificate of' Limited Partnership of' Fuels Acquisition Company,
L.P., a Delaware limited partnership, which is the surviving entity, shall continue in full force and
effect as the Certificate of Limited Partnership of the Surviving Limited Partnership.
FIFTH: That the executed Agreement and Plan of Merger is on file at the principal
place of business of the surviving entity, the address of which is: 5400 Westheimer Court, Houston,
Texas 77056.
SIXTH: That a copy of the Agreement and Plan of Merger will be furnished, on request
and without cost, to any stockholder or general or limited partner of either constituent entity.
04587 . 0557
09
SEVENTH: That this Certificate of Merger shall become effective upon the filing of this
Certificate of Merger.
IN WITNESS WHEREOF, the general panner of Fuels Acquisition Company, L.P. has
caused this Certificate of Merger to be executed in its name this ,gl~ day of July, 1999.
FUELS ACQUISITION COMPS, L.P.
By: Duke Energy Fuels Operating, L.L.C.
Its: General Partner
M. J. Bradlc~y ' - //J
Senior Vice President
V:~L~gaf~HARE~¢fs~.CQ~odco~ergers\Cmmrg. DGP.wi~l
)09045S?
State of ~)elaware
Office of the Secretary of State
PAGE
0558
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF
WHICH MERGES:
COMP~t ~L%~.P." ~ER THE
~NTYLFIRST DAY OF
~Y/ ~,.D.,' 1999, o~CLocK A.M.
A 'FILED COPY OF :~i~'.CERTiFI~TE ~S BEEN FOR~ED
3021499 8100M
991306326
Edward J. Freel, Secretary of State
AUTHI2 NTICATION: 9886662
DATE: 07-27-99
09045S?
0559
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
FUELS ACQUISITION COMPANY, L.P.
The undersigned, desiring to amend the Certificate of Limited Parme~hip of Fuels
Acquisition Company, L.P. pursuant to the provisions of Section l 7-202 of the Revised Uniform
Limited PmXner~hip Act of the State of Delaware, does hereby certify as follows:
FIRST. The name of the Limited Partnership is Fuels Acquisition Company, L.P.
SECOND. Article FIRST of the Certificate of Limited Partnership shall be
amended as follows:
"FIRST: The name of the limited partnership (the "Limited
Partnership") is Duke Energy Gathering anti Processing, L.P."
IN WITNESS WHEREOF, the undersigned has executed this Amendment to the
Certificate of Limited Partnership on this 7a day ofSep, tembcr, 1999.
FUELS ACQUISITION COMPANY, L.P.
By: Duke Energy Fuels Operating, L.L.C.
Its: General Partner
J. W. Mogl[~resident
[Seal]
ATTEST:
Beverly J. Fit~, A~istant Secretary
09045h]~7 State of Delawa re PAGE
Office of the Secretary of State
1
'-0560
I, EDWARD J. FREEL, SECRETARY OF STATE oF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AI~ENDMENT OF 'FUELS ACQUISITION
CO14~ANY, L.P. ", C~GING I~.~.~ N~ FROM "~LS ACQUISITION
~d~ · ~ ~ ~-~.'" .' ~. ~ b -.:~-
CO~, L.P.~;-'~O 4'.~E~RGy~'~THERiNG:"~ ~.ROCESSING, L P."
FILED
IN
3021499 8100
991372605
Edward J, Freel, Secretary o/State
9957863
AUTHENTICATION:
09-07-99
DATE:
DIVISION OF CORPORATIONS
~rLED 01:12 PM 06/28/2001
~ 010315304 - 3200128
0 045S'7
CERTIFICATE OF M t;RGER
OF
DUKE ENERGY GATHERING AND PROCESSING, L.P.
. INTO
DUKE ENERGY F1ELD ,qERVICES, LP
Pursuant to Section 17-211 of the Delaware Revised Uniform Limited Partnership
Act., separately and collectively referred to as (the "Act"), the undersigned surviving
limited partnership submits the following Certificate of Merger for filing and certifies
that:
056
The name, type of entity and state of domicile of each of the constituent entities of
the merger is as follows:
Name
Duke Energy Gathering and Processing, L.P,..
Duke Energy Field Services, LP '
T.T~p¢ of Entity
1.i,n ired Pannership
Lim i!ed Partnership
JState of
---o-o rm ion
Delaware
Delaware
An Agreement and Plan of Merger has been approved and executed by each of the
constituent entities.
"-)
The name of the surviving entity is "Duke Energy Field Services, LP', a
Delaware limited partnership.
The merger shall become effective as of Jtme 30, 2001 at 11:54 p.m. Eastern
Standard Time.
The Agreement and Plan of Merger is on tile at the place of business of the
surviving entity, the address of which is: 370 17th Street, Suite 900, Denver, CO
80202.
A copy of the Agreement and Plan of Merger will be furnished by the surviving
entity, on request and without cost, to any member or partner of the constituent
entities or any person holding an interest in any other business entity which is to
merge.
IN WITNESS WHEREOF, this Certificate of Merger has been duly executed as
of June 25, 2001.
Duke Energy Field Services, LP
By: DEFS Holding, LLC
Its: General Partner
Mar(~ B. Wyrsch/
Senior Vice President, General Counsel
and Secretary
09045~ ?
State of Delaware
Office of the Secretary of State
PAGE
05 2
I, HAP, RIET SMITH WINDSOR, SECI~TARY OF STATE OF THE STATE OF
DELAWARE, DO HEI~BY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF MERGER, WHIC~ M~RSES:
"DUK~ ENERGY GATHERING A/~D PROCESSING, L.P.", A DELAWAJ~E
LIMITED PkRTNERSHIP,
WITH AND INTO "DUKE ENERGY FIELD SERVICES, LP" UNDER THE
NAME OF "DUK~ ENERGY FIELD SERVICES. , .LP", A LIMITED PA/~TNERSHIP
ORGANIZED AND EXISTING UNDER THE LAWS OF TEE STATE OF DELAWARE,
AS RECEIVED AND FILED IN THIS OFFICE TEE TWENTY-EIGHTH DAY OF
JUNE, A.D. 2001, AT 1:12 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT TEE EFFECTIVE DATE OF
THE ikFOI~SAID CERTIFICATE OF M~RGER IS THE THIRTIETH DAY OF
JUNE, AiD. 2001, AT 'i1:54 O{CLOCK P.M.
3200118
010315304
8100M
HarrletSmith%~ndso~ &~em~ ~$m~
AUTHENTICATION: 1221389
DATE' 07-02-01
QUALITY BUILDERS ~ ~, Fax:~07-877-3300 Nov 2 '0~ 1~:38 P. 08
R~,A_OL~3 Quitclaim Deed.:,-:.,_,,.,] ¢01JNT¥ CLERK
904588
KNOW ALL MEN BY THESE PRESENTS That ~,.n, gela C]a/kWVebb of the
Coun~ of /J~ ~[ . , State of ~ ~ ",' i~' ~&n~??r~R'~:~f the sum of
Ten ($10.00)'and other good and valuable cons~eraii~6~:~.the'~lpt whereof is
hereby confess~ and acknowledged, has remised, released, conveyed and
quitclaimed and by these presents does for her heirs, executors and
administratom, remis, release and forever quitclaim unto Angela Clark Kirby, a
married pemon, whose address is c/o Maverik, 849 E. Borden Avenue, La,on,
UT 84041, all such right, title, interest, pmpe~, possession, claim and demand,
as they may have or ought to have, in and to the following described premises to-
wit:
Angela Clark Webb Exemption #1 of the Clark Family Exemption,
as described on the survey recorded in the office of the Lincoln
County Clerk, Lincoln County, Wyoming as plat 277A
Hereby releasing and waiving all rights under and by virtue of the
homestead exemption laws of the State of Wyoming.
,4 In ~tness whereof, I have hereunto set mg signature thisday of
, 2004.
Angela Clark Webb
now known as Angela Clark Kirby
state of )
Cou. j of_ ..)
The foregoing instrument was acknowledged before me, a notary public in
and for said County ,and State, by An.qela Clark Webb, now known as Angela
Clark Kirby, this c/~ day of ~:z,~=~_, 2004.
My Commission Expires:
Witness my hand and official seal.
Notar7 Public
.,:,,.,~i~'~-ti.~"~%. STEVEN G. ALLEN
I~; ,~ ~i NOT,4RYPUBLIC e STATEofUTAH
[,~'~1~.~.,~'~.~] 2272 Eastwood Blvd.
,..-....._~,.~;,~/ Ogden. Utah 84403
'"--t,~,',,,.t*,,'' COMM. EXP. 11-09-2.008