Exhibit 3.19
Delaware
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “EP ENERGY E&P COMPANY, L.P.” AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF LIMITED PARTNERSHIP, FILED THE SIXTH DAY OF DECEMBER, A.D. 1995, AT 4:30 O’CLOCK P.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “COASTAL OIL & GAS USA, L.P.” TO “EL PASO PRODUCTION OIL & GAS USA, L.P.”, FILED THE SEVENTEENTH DAY OF APRIL, A.D. 2001, AT 10 O’CLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE EIGHTH DAY OF NOVEMBER, A.D. 2002, AT 4 O’CLOCK P.M.
CERTIFICATE OF MERGER, FILED THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2002, AT 10 O’CLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF AUGUST, A.D. 2003, AT 4:13 O’CLOCK P.M.
CERTIFICATE OF MERGER, FILED THE TWENTY-THIRD DAY OF DECEMBER, A.D. 2003, AT 2:10 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
| 
| |
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| /s/ Jeffrey W. Bullock |
| Jeffrey W. Bullock, Secretary of State |
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2543123 8100H | AUTHENTICATION: 9768628 |
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120919728 | DATE: 08-09-12 |
| |
You may verify this certificate online | |
at corp.delaware.gov/authver.shtml | |
1
Delaware
The First State
THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2003.
CERTIFICATE OF MERGER, FILED THE TWENTY-THIRD DAY OF DECEMBER, A.D. 2003, AT 2:11 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2003.
CERTIFICATE OF MERGER, FILED THE THIRTEENTH DAY OF JANUARY, A.D. 2004, AT 8:53 O’CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE FOURTEENTH DAY OF JANUARY, A.D. 2004, AT 8 O’CLOCK A.M.
CERTIFICATE OF MERGER, FILED THE THIRTEENTH DAY OF JANUARY, A.D. 2004, AT 8:54 O’CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE FOURTEENTH DAY OF JANUARY, A.D. 2004, AT 8:10 O’CLOCK A.M.
CERTIFICATE OF MERGER, FILED THE THIRTEENTH DAY OF JANUARY, A.D. 2004, AT 8:55 O’CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
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| |
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| /s/ Jeffrey W. Bullock |
| Jeffrey W. Bullock, Secretary of State |
| |
2543123 8100H | AUTHENTICATION: 9768628 |
| |
120919728 | DATE: 08-09-12 |
| |
You may verify this certificate online | |
at corp.delaware.gov/authver.shtml | |
2
Delaware
The First State
THE AFORESAID CERTIFICATE OF MERGER IS THE FOURTEENTH DAY OF JANUARY, A.D. 2004, AT 8:20 O’CLOCK A.M.
CERTIFICATE OF MERGER, FILED THE THIRTEENTH DAY OF JANUARY, A.D. 2004, AT 8:56 O’CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE FOURTEENTH DAY OF JANUARY, A.D. 2004, AT 8:30 O’CLOCK A.M.
CERTIFICATE OF MERGER, FILED THE THIRTEENTH DAY OF JANUARY, A.D. 2004, AT 8:57 O’CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE FOURTEENTH DAY OF JANUARY, A.D. 2004, AT 8:40 O’CLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE NINTH DAY OF MARCH, A.D. 2004, AT 11:46 O’CLOCK A.M.
RESTATED CERTIFICATE, FILED THE SEVENTEENTH DAY OF JUNE, A.D. 2004, AT 12:10 O’CLOCK P.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “EL PASO PRODUCTION OIL & GAS USA, L.P.” TO “EL PASO E&P COMPANY, L.P.”, FILED THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 2005, AT 9:28 O’CLOCK P.M.
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| |
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| /s/ Jeffrey W. Bullock |
| Jeffrey W. Bullock, Secretary of State |
| |
2543123 8100H | AUTHENTICATION: 9768628 |
| |
120919728 | DATE: 08-09-12 |
| |
You may verify this certificate online | |
at corp.delaware.gov/authver.shtml | |
3
Delaware
The First State
CERTIFICATE OF MERGER, FILED THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 2005, AT 9:29 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2005, AT 10:10 O’CLOCK A.M.
CERTIFICATE OF MERGER, FILED THE NINTH DAY OF JUNE, A.D. 2006, AT 8:57 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTIETH DAY OF JUNE, A.D. 2006, AT 9:45 O’CLOCK A.M.
CERTIFICATE OF MERGER, FILED THE NINTH DAY OF JUNE, A.D. 2006, AT 9:17 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTIETH DAY OF JUNE, A.D. 2006, AT 10 O’CLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE ELEVENTH DAY OF AUGUST, A.D. 2006, AT 6:42 O’CLOCK P.M.
CERTIFICATE OF MERGER, FILED THE FIFTEENTH DAY OF SEPTEMBER, A.D. 2009, AT 7:55 O’CLOCK P.M.
CERTIFICATE OF MERGER, FILED THE FIFTEENTH DAY OF SEPTEMBER,
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| |
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| /s/ Jeffrey W. Bullock |
| Jeffrey W. Bullock, Secretary of State |
| |
2543123 8100H | AUTHENTICATION: 9768628 |
| |
120919728 | DATE: 08-09-12 |
| |
You may verify this certificate online | |
at corp.delaware.gov/authver.shtml | |
4
Delaware
The First State
A.D. 2009, AT 8:02 O’CLOCK P.M.
CERTIFICATE OF MERGER, FILED THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 2010, AT 6:32 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2010.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “EL PASO E&P COMPANY, L.P.” TO “EP ENERGY E&P COMPANY, L.P.”, FILED THE TWENTY-FIRST DAY OF MAY, A.D. 2012, AT 4:16 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE FIRST DAY OF JUNE, A.D. 2012, AT 12:01 O’CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED PARTNERSHIP, “EP ENERGY E&P COMPANY, L.P.”.
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| /s/ Jeffrey W. Bullock |
| Jeffrey W. Bullock, Secretary of State |
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2543123 8100H | AUTHENTICATION: 9768628 |
| |
120919728 | DATE: 08-09-12 |
| |
You may verify this certificate online | |
at corp.delaware.gov/authver.shtml | |
5
| | STATE OF DELAWARE |
| | SECRETARY OF STATE |
| | DIVISION OF CORPORATIONS |
| | FILED 04:30 PM 12/06/1995 |
| | 950284975 - 2543123 |
CERTIFICATE OF LIMITED PARTNERSHIP
OF
COASTAL OIL & GAS USA, L.P.
The undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows:
I. The name of the limited partnership is:
COASTAL OIL & GAS USA, L.P.
II. The address of the Partnership’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Partnership’s registered agent for service of process in the State of Delaware at such address is The Corporation Trust Company.
III. The name and mailing address of the general partner is:
NAME | | MAILING ADDRESS |
| | |
Coastal Oil & Gas Corporation | | 9 Greenway Plaza |
| | Houston, Texas 77046 |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of Coastal Oil & Gas USA, L.P., as of the 6th day of December, 1995.
| COASTAL OIL & GAS CORPORATION |
| GENERAL PARTNER |
| | |
| | |
| By: | /s/ AUSTIN M. O’TOOLE |
| | AUSTIN M. O’TOOLE |
| | Senior Vice President |
| | STATE OF DELAWARE |
| | SECRETARY OF STATE |
| | DIVISION OF CORPORATIONS |
| | FILED 10:00 AM 04/17/2001 |
| | 010184674 - 2543123 |
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
COASTAL OIL & GAS USA, L.P.
The undersigned, desiring to amend the Certificate of Limited Partnership of COASTAL OIL & GAS USA, L.P., pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:
FIRST: The name of the Limited Partnership is:
Coastal Oil & Gas USA, L.P.
SECOND: Article “I.” of the Certificate of Limited Partnership shall be amended as follows:
“I. The name of the limited partnership shall be El Paso Production Oil & Gas USA, L.P.”
IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 16th day of April 2001.
| EL PASO PRODUCTION OIL & GAS COMPANY |
| the General Partner |
| |
| | |
| By: | /s/ David L. Siddall |
| | David L. Siddall |
| | Vice President |
STATE OF DELAWARE | | |
SECRETARY OF STATE | | |
DIVISION OF CORPORATIONS | | |
FILED 04:00 PM 11/08/2002 | | |
020692145 - 2543123 | | |
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
EL PASO PRODUCTION OIL & GAS USA, L.P.
The undersigned, desiring to amend the Certificate of Limited Partnership of El Paso Production Oil & Gas USA, L.P., pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:
FIRST: The name of the Limited Partnership is El Paso Production Oil & Gas USA, L.P.
SECOND: Article III of the Certificate of Limited Partnership shall be amended to add an additional General Partner as follows:
Article III. The name and mailing address of the general partners are as follows:
Name | | Address |
| | |
ANR Production Company | | 1001 Louisiana Street |
| | Houston, Texas 77002 |
| | |
El Paso Production Oil & Gas Company | | 1001 Louisiana Street |
| | Houston, Texas 77002 |
IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 8th day of November 2002.
| ANR PRODUCTION COMPANY |
| General Partner |
| |
| | |
| By: | /s/ David L. Siddall |
| | David L. Siddall |
| | Vice President |
| EL PASO PRODUCTION OIL & GAS |
| COMPANY |
| General Partner |
| |
| | |
| By: | /s/ David L. Siddall |
| | David L. Siddall |
| | Vice President |
| | STATE OF DELAWARE |
| | SECRETARY OF STATE |
| | DIVISION OF CORPORATIONS |
| | FILED 10:00 AM 12/31/2002 |
| | 020808756 - 2543123 |
CERTIFICATE OF MERGER
MERGING
EL PASO PRODUCTION OFFSHORE PARTNERSHIP I, L.P.
AND
EL PASO PRODUCTION OFFSHORE PARTNERSHIP II, L.P.
INTO
EL PASO PRODUCTION OIL & GAS USA, L.P.
Pursuant to Title 6, Section 17-211 of the Delaware Code, the undersigned surviving limited partnership submits the following Certificate of Merger for filing and certifies that:
FIRST: The name and jurisdiction of formation or organization of each of the domestic limited partnerships or other business entities that are to merge are as follows:
Name | | Jurisdiction |
| | |
El Paso Production Offshore Partnership I, L.P. | | Delaware |
| | |
El Paso Production Offshore Partnership II, L.P. | | Delaware |
| | |
El Paso Production Oil & Gas USA, L.P. | | Delaware |
SECOND: An Agreement of Merger has been approved and executed by El Paso Production Offshore Partnership I, L.P., El Paso Production Offshore Partnership II, L.P. and El Paso Production Oil & Gas USA, L.P.
THIRD: The name of the surviving limited partnership is: El Paso Production Oil & Gas USA, L.P.
FOURTH: The merger shall become effective on December 31, 2002.
FIFTH: The Agreement of Merger is on file at a place of business of the surviving limited partnership which is located at 1001 Louisiana Street, Houston, Texas 77002.
SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited partnership, on request and without cost, to any partner of any domestic limited partnership or any person holding an interest in any other business entity that is to merge.
IN WITNESS WHEREOF, this Certificate of Merger has been duly executed as of the 23rd day of December 2002, and is being filed in accordance with Title 6, Section 17-211 by an authorized officer of the General Partner of the surviving limited partnership in the merger.
| EL PASO PRODUCTION OIL & GAS USA, L.P. |
| By: El Paso Production Oil & Gas Company |
| The General Partner |
| |
| |
| By: | /s/ David L. Siddall |
| | David L. Siddall |
| | Vice President |
| | State of Delaware |
| | Secretary of State |
| | Division of Corporations |
| | Delivered 05:02 PM 08/22/2003 |
| | FILED 04:13 PM 08/22/2003 |
| | SRV 030549356 - 2543123 FILE |
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
EL PASO PRODUCTION OIL & GAS USA, L.P.
The undersigned, desiring to amend the Certificate of Limited Partnership of El Paso Production Oil & Gas USA, L.P., pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:
FIRST: The name of the Limited Partnership is El Paso Production Oil & Gas USA, L.P. (the “Partnership”).
SECOND: Article III of the Certificate of Limited Partnership shall be amended as follows:
“The name of the general partners of the Partnership are: |
|
ANR Production Company | | El Paso Production Oil & Gas Company |
1001 Louisiana Street | | 1001 Louisiana Street |
Houston, Texas 77002 | | Houston, Texas 77002.” |
IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 21st day of August 2003.
| EL PASO PRODUCTION OIL & GAS USA, L.P. |
| |
| By: ANR Production Company |
| Its General Partner |
| |
| |
| By: | /s/ David L. Siddall |
| | David L. Siddall |
| | Vice President |
| By: El Paso Production Oil & Gas Company |
| Its General Partner |
| |
| |
| By: | /s/ David L. Siddall |
| | David L. Siddall |
| | Vice President |
State of Delaware | | |
Secretary of State | | |
Division of Corporations | | |
Delivered 02:10 PM 12/23/2003 | | |
FILED 02:10 PM 12/23/2003 | | |
SRV 030830854 - 2543123 FILE | | |
CERTIFICATE OF MERGER
OF
CIGE MERGER COMPANY, L.L.C.
AND
EP PRODUCTION MERGER COMPANY, L.L.C.
each, a Delaware limited liability company
WITH AND INTO
EL PASO PRODUCTION OIL & GAS USA, L.P.,
a Delaware limited partnership
Pursuant to Section 17-211 of the
Delaware Revised Uniform Limited Partnership Act (“DRULPA”)
El Paso Production Oil & Gas USA, L.P., a Delaware limited partnership, hereby certifies to the following facts relating to the merger of CIGE Merger Company, L.L.C. and EP Production Merger Company, L.L.C., each a Delaware limited liability company, with and into El Paso Production Oil & Gas USA, L.P., a Delaware limited partnership (the “Merger”):
First: The name and jurisdiction of formation or organization of each of the constituent entities to the Merger are:
| Name | | State | |
| | | | |
| El Paso Production Oil & Gas USA, L.P. | | Delaware | |
| CIGE Merger Company, L.L.C. | | Delaware | |
| EP Production Merger Company, L.L.C. | | Delaware | |
Second: An Agreement of Merger dated December 19, 2003 (the “Merger Agreement”), has been approved, adopted, certified, executed and acknowledged by each of the constituent entities to the Merger in accordance with Section 17-211 of the DRULPA. The effective date of the merger shall be December 31, 2003.
Third: The name of the surviving limited partnership is El Paso Production Oil & Gas USA, L.P.
Fourth: The Certificate of Limited Partnership of El Paso Production Oil & Gas USA, L.P., as in existence immediately prior to the filing of this Certificate of Merger shall be the Certificate of Limited Partnership of the surviving limited partnership.
Fifth: An executed copy of the Merger Agreement is on file at the principal place of business of El Paso Production Oil & Gas USA, LP., located at 1001 Louisiana Street, Houston, Texas 77002.
Sixth: A copy of the Merger Agreement will be furnished by El Paso Production Oil & Gas USA, L.P., upon request and without cost, to any member of CIGE Merger Company, L.L.C. and EP Production Merger Company, L.L.C. or to any partner of El Paso Production Oil & Gas USA, L.P.
Seventh: This Certificate of Merger shall be effective on December 31, 2003.
IN WITNESS WHEREOF, this Certificate has been duly executed on behalf of El Paso Production Oil & Gas USA, L.P., by a duly authorized officer of the General Partner this 19th day of December 2003.
| EL PASO PRODUCTION OIL & GAS USA, L.P. |
| By: | El Paso Production Oil & Gas Company |
| Its General Partner |
| |
| |
| By: | /s/ David L. Siddall |
| | David L. Siddall |
| | Vice President |
2
| | State of Delaware |
| | Secretary of State |
| | Division of Corporations |
| | Delivered 02:10 PM 12/23/2003 |
| | FILED 02:11 PM 12/23/2003 |
| | SRV 030830928 - 2543123 FILE |
CERTIFICATE OF MERGER
OF
EL PASO OIL & GAS RESOURCES COMPANY, L.P.
INTO
EL PASO PRODUCTION OIL & GAS USA, L.P.
Pursuant to Title 6, Section 17-211 of the Delaware Code, the undersigned surviving limited partnership submits the following Certificate of Merger for filing and certifies that:
FIRST: The name and jurisdiction of formation or organization of each of the domestic limited partnerships or other business entities that are to merge are as follows:
Name | | Jurisdiction |
| | |
El Paso Oil & Gas Resources Company, L.P. | | Delaware |
| | |
El Paso Production Oil & Gas USA, L.P. | | Delaware |
SECOND: An Agreement of Merger has been approved and executed by El Paso Production Oil & Gas USA, L.P. and El Paso Oil & Gas Resources Company, L.P.
THIRD: The name of the surviving limited partnership is: El Paso Production Oil & Gas USA, L.P.
FOURTH: The merger shall become effective on December 31, 2003.
FIFTH: The Agreement and Plan of Merger is on file at a place of business of the surviving limited partnership which is located at 1001 Louisiana Street, Houston, Texas 77002.
SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the surviving limited partnership, on request and without cost, to any partner of any domestic limited partnership or any person holding an interest in any other business entity that is to merge.
IN WITNESS WHEREOF, this Certificate of Merger has been duly executed as of the 19th day of December 2003, and is being filed in accordance with Title 6, Section 17-211 by the General Partner of the surviving limited partnership in the merger.
| EL PASO PRODUCTION OIL & GAS USA, L.P. |
| By: | El Paso Production Oil & Gas Company |
| Its General Partner |
| |
| |
| By: | /s/ David L. Siddall |
| | David L. Siddall |
| | Vice President |
| | State of Delaware |
| | Secretary of State |
| | Division of Corporations |
| | Delivered 08:53 AM 01/13/2004 |
| | FILED 08:53 AM 01/13/2004 |
| | SRV 040022284 - 2543123 FILE |
CERTIFICATE OF MERGER
OF
EL PASO NORIC INVESTMENTS IV, L.L.C.
a Delaware limited liability company
WITH AND INTO
EL PASO PRODUCTION OIL & GAS USA, L.P.
a Delaware limited partnership
Pursuant to Section 17-211 of the
Delaware Revised Uniform Limited Partnership Act (“DRULPA”)
El Paso Production Oil & Gas USA, L.P., a Delaware limited partnership, hereby certifies to the following facts relating to the merger of El Paso Noric Investments IV, L.L.C., a Delaware limited liability company, with and into El Paso Merchant Energy, L.P., a Delaware limited partnership (the “Merger”):
First: The name and jurisdiction of formation or organization of each of the constituent entities to the Merger are;
Name | | State |
| | |
El Paso Production Oil & Gas USA, L.P. | | Delaware |
El Paso Noric Investments IV, L.L.C. | | Delaware |
Second: An Agreement of Merger dated January 9, 2004 (the “Merger Agreement”), has been approved, adopted, certified, executed and acknowledged by each of the constituent entities to the Merger in accordance with Section 17-211 of the DRULPA. The effective date of the merger is upon filing with the Delaware Secretary of State in the State of Delaware.
Third: The name of the surviving limited partnership is El Paso Production Oil & Gas USA, L.P.
Fourth: The Certificate of Limited Partnership of El Paso Production Oil & Gas USA, L.P., as in existence immediately prior to the filing of this Certificate
of Merger shall be the Certificate of Limited Partnership of the surviving limited partnership.
Fifth: An executed copy of the Merger Agreement is on file at the principal place of business of El Paso Production Oil & Gas USA, L.P., located at 1001 Louisiana Street, Houston, Texas 77002.
Sixth: A copy of the Merger Agreement will be furnished by El Paso Production Oil & Gas USA, L.P., upon request and without cost, to any Member of El Paso Noric Investments IV, L.L.C. or to any partner of El Paso Production Oil & Gas USA, L.P.
Seventh: This Certificate of Merger shall be effective as of 8:00 a.m., Eastern Standard Time, on January 14, 2004.
IN WITNESS WHEREOF, El Paso Production Oil & Gas USA, L.P., has caused this Certificate of Merger to be executed by a duly authorized officer, this 9th day of January 2004.
| EL PASO PRODUCTION OIL & GAS USA, L.P. |
By: | El Paso Production Oil & Gas Company |
| Its General Partner |
| |
| |
| By: | /s/ David L. Siddall |
| | David L. Siddall |
| | Vice President |
| | | |
2
| State of Delaware |
| Secretary of State |
| Division of Corporations |
| Delivered 08:53 AM 01/13/2004 |
| FILED 08:54 AM 01/13/2004 |
| SRV 040022293 - 2543123 FILE |
CERTIFICATE OF MERGER
OF
NORIC HOLDINGS IV, L.L.C.
a Delaware limited liability company
WITH AND INTO
EL PASO PRODUCTION OIL & GAS USA, L.P.
a Delaware limited partnership
Pursuant to Section 17-211 of the
Delaware Revised Uniform Limited Partnership Act (“DRULPA”)
El Paso Production Oil & Gas USA, L.P., a Delaware limited partnership, hereby certifies to the following facts relating to the merger of Noric Holdings IV, L.L.C., a Delaware limited liability company, with and into El Paso Production Oil & Gas USA, L.P., a Delaware limited partnership (the “Merger”):
First: The name and jurisdiction of formation or organization of each of the constituent entities to the Merger are:
Name | | State |
| | |
El Paso Production Oil & Gas USA, L.P. | | Delaware |
Noric Holdings IV, L.L.C. | | Delaware |
Second: An Agreement of Merger dated January 12, 2004 (the “Merger Agreement”), has been approved, adopted, certified, executed and acknowledged by each of the constituent entities to the Merger in accordance with Section 17-211 of the DRULPA. The effective date of the merger is upon filing with the Delaware Secretary of State in the State of Delaware.
Third: The name of the surviving limited partnership is El Paso Production Oil & Gas USA, L.P.
Fourth: The Certificate of Limited Partnership of El Paso Production Oil & Gas USA, L.P., as in existence immediately prior to the filing of this Certificate
of Merger shall be the Certificate of Limited Partnership of the surviving limited partnership.
Fifth: An executed copy of the Merger Agreement is on file at the principal place of business of El Paso Production Oil & Gas USA, L.P., located at 1001 Louisiana Street, Houston, Texas 77002.
Sixth: A copy of the Merger Agreement will be furnished by El Paso Production Oil & Gas USA, L.P., upon request and without cost, to any Member of Noric Holdings IV, L.L.C. or to any partner of El Paso Production Oil & Gas USA, L.P.
Seventh: This Certificate of Merger shall be effective as of 8:10 a.m., Eastern Standard Time, on January 14, 2004.
IN WITNESS WHEREOF, El Paso Production Oil & Gas USA, L.P., has caused this Certificate of Merger to be executed by a duly authorized officer, this 12th day of January 2004.
| EL PASO PRODUCTION OIL & GAS USA, L.P. |
| By: El Paso Production Oil & Gas Company |
| Its General Partner |
| |
| By: | /s/ David L. Siddall |
| | David L. Siddall |
| | Vice President |
2
| State of Delaware |
| Secretary of State |
| Division of Corporations |
| Delivered 08:53 AM 01/13/2004 |
| FILED 08:55 AM 01/13/2004 |
| SRV 040022297 - 2543123 FILE |
CERTIFICATE OF MERGER
OF
LIPIZZAN HOLDING, L.P.
INTO
EL PASO PRODUCTION OIL & GAS USA, L.P.
Pursuant to Title 6, Section 17-211 of the Delaware Code, the undersigned surviving limited partnership submits the following Certificate of Merger for filing and certifies that:
FIRST: The name and jurisdiction of formation or organization of each of the domestic limited partnerships or other business entities that are to merge are as follows:
Name | | Jurisdiction |
| | |
Lipizzan Holding, L.P. | | Delaware |
| | |
EI Paso Production Oil & Gas USA, L.P. | | Delaware |
SECOND: An Agreement of Merger has been approved and executed by El Paso Production Oil & Gas USA, L.P. and Lipizzan Holding, L.P.
THIRD: The name of the surviving limited partnership is: El Paso Production Oil & Gas USA, L.P.
FOURTH: The merger shall become effective as of 8:20 a.m., Eastern Standard Time, on January 14, 2004.
FIFTH: The Agreement and Plan of Merger is on file at a place of business of the surviving limited partnership which is located at 1001 Louisiana Street, Houston, Texas 77002.
SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the surviving limited partnership, on request and without cost, to any partner of any domestic limited partnership or any person holding an interest in any other business entity that is to merge.
IN WITNESS WHEREOF, this Certificate of Merger has been duly executed as of the 12th day of January 2004, and is being filed in accordance with Title 6, Section 17-211 by an authorized person of the surviving limited partnership in the merger.
| EL PASO PRODUCTION OIL & GAS USA, L.P. |
| By: El Paso Production Oil & Gas Company |
| Its General Partner |
| |
| By: | /s/ David L. Siddall |
| | David L. Siddall |
| | Vice President |
| State of Delaware |
| Secretary of State |
| Division of Corporations |
| Delivered 08:53 AM 01/13/2004 |
| FILED 08:56 AM 01/13/2004 |
| SRV 040022392 - 2543123 FILE |
CERTIFICATE OF MERGER
OF
LUSITANO, L.L.C.
a Delaware limited liability company
WITH AND INTO
EL PASO PRODUCTION OIL & GAS USA, L.P.
a Delaware limited partnership
Pursuant to Section 17-211 of the
Delaware Revised Uniform Limited Partnership Act (“DRULPA”)
El Paso Production Oil & Gas USA, L.P., a Delaware limited partnership, hereby certifies to the following facts relating to the merger of Lusitano, L.L.C., a Delaware limited liability company, with and into El Paso Production Oil & Gas USA, L.P., a Delaware limited partnership (The “Merger”):
First: The name and jurisdiction of formation or organization of each of the constituent entities to the Merger are:
Name | | State |
| | |
El Paso Production Oil & Gas USA, L.P. | | Delaware |
Lusitano, L.L.C. | | Delaware |
Second: An Agreement of Merger dated January 12, 2004 (the “Merger Agreement”), has been approved, adopted, certified, executed and acknowledged by each of the constituent entities to the Merger in accordance with Section 17-211 of the DRULPA. The effective date of the merger is upon filing with the Delaware Secretary of State in the State of Delaware.
Third: The name of the surviving limited partnership is El Paso Production Oil & Gas USA, L.P.
Fourth: The Certificate of Limited Partnership of El Paso Production Oil & Gas USA, L.P., as in existence immediately prior to the filing of this Certificate
of Merger shall be the Certificate of Limited Partnership of the surviving limited partnership.
Fifth: An executed copy of the Merger Agreement is on file at the principal place of business of El Paso Production Oil & Gas USA, L.P., located at 1001 Louisiana Street, Houston, Texas 77002.
Sixth: A copy of the Merger Agreement will be furnished by El Paso Production Oil & Gas USA, L.P., upon request and without cost, to any Member of Lusitano, L.L.C. or to any partner of El Paso Production Oil & Gas USA, L.P.
Seventh: This Certificate of Merger shall be effective as of 8:30 a.m., Eastern Standard Time, on January 14, 2004.
IN WITNESS WHEREOF, El Paso Production Oil & Gas USA, L.P., has caused this Certificate of Merger to be executed by a duly authorized officer, this 12th day of January 2004.
| EL PASO PRODUCTION OIL & GAS USA, L.P. |
| By: El Paso Production Oil & Gas Company |
| Its General Partner |
| |
| |
| By: | /s/ David L. Siddall |
| | David L. Siddall |
| | Vice President |
2
| State of Delaware |
| Secretary of State |
| Division of Corporations |
| Delivered 08:53 AM 01/13/2004 |
| FILED 08:57 AM 01/13/2004 |
| SRV 040022404 - 2543123 FILE |
CERTIFICATE OF MERGER
OF
NORIC, L.P.
INTO
EL PASO PRODUCTION OIL & GAS USA, L.P.
Pursuant to Title 6, Section 17-211 of the Delaware Code, the undersigned surviving limited partnership submits the following Certificate of Merger for filing and certifies that:
FIRST: The name and jurisdiction of formation or organization of each of the domestic limited partnerships or other business entities that are to merge are as follows:
Name | | Jurisdiction |
| | |
Noric, L.P. | | Delaware |
| | |
El Paso Production Oil & Gas USA, L.P. | | Delaware |
SECOND: An Agreement of Merger has been approved and executed by El Paso Production Oil & Gas USA, L.P. and Noric, L.P.
THIRD: The name of the surviving limited partnership is: El Paso Production Oil & Gas USA, L.P.
FOURTH: The merger shall become effective as of 8:40 a.m., Eastern Standard Time, on January 14, 2004.
FIFTH: The Agreement and Plan of Merger is on file at a place of business of the surviving limited partnership which is located at 1001 Louisiana Street, Houston, Texas 77002.
SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the surviving limited partnership, on request and without cost, to any partner of any domestic limited partnership or any person holding an interest in any other business entity that is to merge.
IN WITNESS WHEREOF, this Certificate of Merger has been duly executed as of the 12th day of January 2004, and is being filed in accordance with Title 6, Section 17-211 by an authorized person of the surviving limited partnership in the merger.
| EL PASO PRODUCTION OIL & GAS USA, L.P. |
| By: El Paso Production Oil & Gas Company |
| Its General Partner |
| |
| By: | /s/ David L. Siddall |
| | David L. Siddall |
| | Vice President |
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
EL PASO PRODUCTION OIL & GAS USA, L.P.
The undersigned, desiring to amend the Certificate of Limited Partnership of El Paso Production Oil & Gas USA, L.P., pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:
FIRST: The name of the Limited Partnership is El Paso Production Oil & Gas USA, L.P. (the “Partnership”).
SECOND: Article III of the Certificate of Limited Partnership shall be amended as follows:
“The name of the general partner of the Partnership is:
El Paso Production Oil & Gas Company
1001 Louisiana Street
Houston, Texas 77002.”
IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 8th day of March 2004.
| EL PASO PRODUCTION OIL & GAS USA, L.P. |
| |
| By: El Paso Production Oil & Gas Company |
| Its General Partner |
| |
| |
| By: | /s/ David L. Siddall |
| | David L. Siddall |
| | Vice President |
| State of Delaware Secretary of State Division of Corporations Delivered 11:54 AM 03/09/2004 FILED 11:46 AM 03/09/2004 SRV 040175258 - 2543123 FILE |
AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
EL PASO PRODUCTION OIL & GAS USA, L.P.
The undersigned, desiring to Amended and Restate the Certificate of Limited Partnership of El Paso Production Oil & Gas USA, L.P., pursuant to the provisions of Sections 17-202 and 17-210 of the Delaware Revised Uniform Limited Partnership Act, as amended (“DRULPA”) does hereby certify as follows:
1. The original Certificate of Limited Partnership was filed with the Office of the Secretary of State of Delaware on December 6, 1995, under the name of Coastal Oil & Gas USA, L.P.
2. The Certificate of Limited Partnership was Amended on April 1, 2001, changing the name of the Limited Partnership to El Paso Production Oil 7 Gas USA, L.P.
3. The Certificate of Limited Partnership was Amended on November 8, 2002, listing the name of the General Partners.
4. The Certificate of Limited Partnership was Amended on August 21, 2003, listing the name of the General Partners.
5. The Certificate of Limited Partnership was Amended on March 8, 2004, listing the name of the General Partner.
6. This Amended and Restated Certificate of Limited Partnership has been adopted and approved by the General Partner in accordance with Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, pursuant to which, this Amended and Restated Certificate of Limited Partnership amends and restates the provisions of the Limited Partnership’s Certificate of Limited Partnership.
7. The text of the Certificate of Limited Partnership of the Limited Partnership is hereby amended and restated to read in its entirety as follows:
ARTICLE I
NAME
The name of the Limited Partnership shall be El Paso Production Oil & Gas USA, L.P. (hereinafter, the “Company”)
| State of Delaware Secretary of State Division of Corporations Delivered 01:47 PM 06/17/2004 FILED 12:10 PM 06/17/2004 SRV 040447606 - 2543123 FILE |
ARTICLE II
POWER
The Company shall have all the powers accorded to a limited partnership organized under the DRULPA.
ARTICLE III
PURPOSE
The purpose for which the company is organized is to transact any and all lawful business for which a limited partnership may be organized under the DRULPA.
ARTICLE IV
GENERAL PARTNER
The name and mailing address of each party who is to serve as the general partner is as follows:
El Paso Production Oil & Gas Company
1001 Louisiana Street
Houston, Texas 77002
ARTICLE V
PARTNERSHIP AGREEMENT
The general partner shall adopt the Partnership Agreement (the “Agreement”) that shall govern the operations of the Company; provided, however, that the failure to adopt such Agreement prior to the date on which this Certificate of Limited Partnership (“Certificate”) is filed with the Secretary of State of the State of Delaware shall not affect the Company’s commencement of existence on such date. The Agreement shall provide for all the terms and conditions for the governance of the Company not inconsistent with any rule of law or equity or with this Certificate and may be altered, amended, restated, or repealed by the Company in the manner set forth therein.
ARTICLE VI
INDEMNIFICATION
Subject to such standards and restrictions as are set forth in the Agreement, the Company shall have the power and authority to indemnify and hold harmless any general partner, limited partner, officer, director, or any other person against any and all claims and demands whatsoever to the fullest extent permitted by law.
ARTICLE VII
REGISTERED OFFICE
AND REGISTERED AGENT
The registered office of the Company is 1209 Orange Street, Wilmington, Delaware 19801, and the registered agent of the Company at such address is The Corporation Trust Company.
IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Limited Partnership on this 17th day of June 2004.
| EL PASO PRODUCTION OIL & GAS COMPANY |
| The General Partner |
| |
| |
| By: | /s/ Lisa A. Stewart |
| | Lisa A. Stewart |
| | President |
| State of Delaware Secretary of State Division of Corporations Delivered 09:25 PM 12/28/2005 FILED 09:28 PM 12/28/2005 SRV 051069290 - 2543123 FILE |
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP
OF
EL PASO PRODUCTION OIL & GAS USA, L.P.
The undersigned, desiring to amend the Amended and Restated Certificate of Limited Partnership of El Paso Production Oil & Gas USA, L.P., pursuant to the provisions of Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, as amended (“DRULPA”) does hereby certify as follows:
1. The name of the Limited Partnership is El Paso Production Oil & Gas USA, L.P.
2. The text of Article I of the Certificate of Limited Partnership of the Limited Partnership is hereby amended and restated to read in its entirety as follows:
“ARTICLE I
NAME
The name of the Limited Partnership shall be El Paso E&P Company, L.P. (hereinafter, the “Company”).”
IN WITNESS WHEREOF, the undersigned general partner has executed this Certificate of Amendment on this 28th day of December 2005.
| EL PASO PRODUCTION OIL & GAS COMPANY |
| The General Partner |
| |
| |
| By: | /s/ Lisa A. Stewart |
| | Lisa A. Stewart |
| | President |
| State of Delaware Secretary of State Division of Corporations Delivered 09:25 PM 12/28/2005 FILED 09:29 PM 12/28/2005 SRV 051069291 - 2543123 FILE |
CERTIFICATE OF MERGER
merging
EL PASO PRODUCTION GOM INC.
and
EL PASO ENERGY RATON CORPORATION
with and into
EL PASO E&P COMPANY, L.P.
Pursuant to
Section 263 of the Delaware General Corporation Law
and
Section 17-211 of the Delaware Revised Uniform Limited Partnership Act
El Paso E&P Company, L.P., a Delaware limited partnership, hereby certifies to the following facts relating to the merger (the “Merger”) of El Paso Production GOM Inc., a Delaware corporation, and El Paso Energy Raton Corporation, a Delaware corporation, with and into El Paso E&P Company, L.P., pursuant to Section 263 of the Delaware General Corporation Law (“DGCL”) and Section 17-211 of the Delaware Revised Uniform Limited Partnership Act (“DRULPA”), and submits the following Certificate of Merger for filing:
FIRST: That the name and state of jurisdiction of each entity that is to merge is as follows:
| Name | | State of Jurisdiction | |
| | | | |
| El Paso Production GOM Inc. | | Delaware | |
| El Paso Energy Raton Corporation | | Delaware | |
| El Paso E&P Company, L.P. | | Delaware | |
SECOND: That an Agreement of Merger dated as of December 28, 2005 (the “Merger Agreement”), has been approved, adopted, certified, executed, and acknowledged by each of the constituent entities to the Merger in accordance with Section 263 of the DGCL and Section 17-211 of the DRULPA.
THIRD: That the name of the surviving entity is El Paso E&P Company, L.P. (“E&P LP”).
FOURTH: That the existing Certificate of Limited Partnership of E&P LP shall be the Certificate of Limited Partnership of the surviving entity.
FIFTH: That the Merger shall be effective at 10:10 a.m., Eastern Standard Time, on December 31, 2005.
SIXTH: That an executed copy of the Merger Agreement is on file at the place of business of E&P LP, 1001 Louisiana Street, Houston, Texas 77002.
SEVENTH: That a copy of the Merger Agreement will be furnished upon request and without cost to any partner or stockholder of, or any person holding an interest in, any entity that is to merge.
IN WITNESS WHEREOF, El Paso E&P Company, L.P. has caused this Certificate of Merger to be signed by a duly authorized officer of the General Partner this 28th day of December 2005.
| EL PASO E&P COMPANY, L.P. |
| By: | EL PASO PRODUCTION OIL & GAS COMPANY |
| | Its General Partner |
| | |
| | |
| | By: | /s/ Lisa A. Stewart |
| | Lisa A. Stewart |
| | President |
2
| State of Delaware Secretary of State Division of Corporations Delivered 09:17 PM 06/09/2006 FILED 08:57 PM 06/09/2006 SRV 060562332 - 2543123 FILE |
CERTIFICATE OF MERGER
merging
EL PASO PRODUCTION COMPANY
with and into
EL PASO E&P COMPANY, L.P.
Pursuant to
Section 263 of the Delaware General Corporation Law
and
Section 17-211 of the Delaware Revised Uniform Limited Partnership Act
El Paso E&P Company, L.P., a Delaware limited partnership, hereby certifies to the following facts relating to the merger (the “Merger”) of El Paso Production Company, a Delaware corporation, with and into El Paso E&P Company, L.P., pursuant to Section 263 of the Delaware General Corporation Law (“DGCL”) and Section 17-211 of the Delaware Revised Uniform Limited Partnership Act (“DRULPA”), and submits the following Certificate of Merger for filing:
FIRST: That the name and state of jurisdiction of each entity that is to merge is as follows:
| Name | | State of Jurisdiction | |
| | | | |
| El Paso Production Company | | Delaware | |
| El Paso E&P Company, L.P. | | Delaware | |
SECOND: That an Agreement of Merger dated as of May 31, 2006 (the “Merger Agreement”), has been approved, adopted, certified, executed, and acknowledged by each of the constituent entities to the Merger in accordance with Section 263 of the DGCL and Section 17-211 of the DRULPA.
THIRD: That the name of the surviving entity is El Paso E&P Company, L.P. (“E&P LP”).
FOURTH: That the Merger shall be deemed for federal income tax purposes a liquidation of El Paso Production Company under Section 332 of the Internal Revenue Code of 1986.
FIFTH: That the existing Certificate of Limited Partnership of E&P LP shall be the Certificate of Limited Partnership of the surviving entity.
SIXTH: That the Merger shall be effective at 9:45 a.m., Eastern Daylight Time, on June 30, 2006.
SEVENTH: That an executed copy of the Merger Agreement is on file at the place of business of E&P LP, 1001 Louisiana Street, Houston, Texas 77002.
EIGHTH: That a copy of the Merger Agreement will be furnished upon request and without cost to any partner or stockholder of, or any person holding an interest in, any entity that is to merge.
IN WITNESS WHEREOF, El Paso E&P Company, L.P. has caused this Certificate of Merger to be signed by a duly authorized officer of the General Partner this 31st day of May 2006.
| EL PASO E&P COMPANY, L.P. |
| By: | EL PASO PRODUCTION OIL & GAS COMPANY |
| | Its General Partner |
| | |
| | |
| | By: | /s/ Lisa A. Stewart |
| | | Lisa A. Stewart |
| | | President |
2
| State of Delaware |
| Secretary of State |
| Division of Corporations |
| Delivered 09:17 PM 06/09/2006 |
| FILED 09:17 PM 06/09/2006 |
| SRV 060562338 - 2543123 FILE |
CERTIFICATE OF MERGER
merging
MEDICINE BOW OPERATING COMPANY
with and into
EL PASO E&P COMPANY, L.P.
Pursuant to
Section 263 of the Delaware General Corporation Law
and
Section 17-211 of the Delaware Revised Uniform Limited Partnership Act
El Paso E&P Company, L.P., a Delaware limited partnership, hereby certifies to the following facts relating to the merger (the “Merger”) of Medicine Bow Operating Company, a Delaware corporation, with and into El Paso E&P Company, L.P., pursuant to Section 263 of the Delaware General Corporation Law (“DGCL”) and Section 17-211 of the Delaware Revised Uniform Limited Partnership Act (“DRULPA”), and submits the following Certificate of Merger for filing:
FIRST: That the name and state of jurisdiction of each entity that is to merge is as follows:
Name | | State of Jurisdiction |
| | |
Medicine Bow Operating Company | | Delaware |
El Paso E&P Company, L.P. | | Delaware |
SECOND: That an Agreement of Merger dated as of June 30, 2006 (the “Merger Agreement”), has been approved, adopted, certified, executed, and acknowledged by the constituent entity to the Merger in accordance with Section 263 of the DGCL and Section 17-211 of the DRULPA.
THIRD: That the name of the surviving entity is El Paso E&P Company, L.P. (“E&P LP”).
FOURTH: That the existing Certificate of Limited Partnership of E&P LP shall be the Certificate of Limited Partnership of the surviving entity.
FIFTH: That the Merger shall be effective at 10:00 a.m., Eastern Daylight Time, on June 30, 2006.
SIXTH: That an executed copy of the Merger Agreement is on file at the place of
business of E&P LP, 1001 Louisiana Street, Houston, Texas 77002.
SEVENTH: That a copy of the Merger Agreement will be furnished upon request and without cost to any partner or stockholder of, or any person holding an interest in, any entity that is to merge.
IN WITNESS WHEREOF, El Paso E&P Company, L.P. has caused this Certificate of Merger to be signed by a duly authorized officer of the General Partner this 31st day of May 2006.
| EL PASO E&P COMPANY, L.P. |
| |
| By: | EL PASO PRODUCTION OIL & GAS COMPANY |
| | Its General Partner |
| | |
| | |
| | By: | /s/ Lisa A. Stewart |
| | | Lisa A. Stewart |
| | | President |
2
State of Delaware | |
Secretary of State | |
Division of Corporations | |
Delivered 07:00 PM 08/11/2006 | |
FILED 06:42 PM 08/11/2006 | |
SRV 060756743 - 2543123 FILE | |
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
EL PASO E&P COMPANY, L.P.
The undersigned, desiring to amend the Amended and Restated Certificate of Limited Partnership of El Paso E&P Company, L.P., pursuant to the provisions of Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, as amended (“DRULPA”) does hereby certify as follows:
1. The name of the Limited Partnership is El Paso E&P Company, L.P.
2. The text of Article IV of the Amended and Restated Certificate of Limited Partnership is hereby amended and restated to read in its entirety as follows:
“ARTICLE IV
GENERAL PARTNER
The name and mailing address of the general partner of the Limited Partnership is:
El Paso Exploration & Production Management, Inc
1001 Louisiana Street
Houston, Texas 77002.”
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this 10th day of August 2006.
| EL PASO E&P COMPANY, L.P. |
| |
| By: | El Paso Exploration & Production |
| | Management, Inc. |
| | Its General Partner |
| | |
| | |
| By: | /s/ Thomas M. Hart |
| | Thomas M. Hart |
| | Vice President |
| State of Delaware |
| Secretary of State |
| Division of Corporations |
| Delivered 08:02 PM 09/15/2009 |
| FILED 07:55 PM 09/15/2009 |
| SRV 090857944 - 2543123 FILE |
CERTIFICATE OF MERGER
merging
CORONADO ENERGY PRODUCTION, L.L.C.
with and into
EL PASO E&P COMPANY, L.P.
Pursuant to
Section 18-209 of the Delaware Limited Liability Company Act
and
Section 17-211 of the Delaware Revised Uniform Limited Partnership Act
El Paso E&P Company, L.P. (“El Paso E&P”), a Delaware limited partnership, hereby certifies to the following facts relating to the merger (the “Merger”) of Coronado Energy Production, L.L.C., a Delaware limited liability company, with and into El Paso E&P, pursuant to Section 18-209 of the Delaware Limited Liability Company Act (“DLLCA”) and Section 17-211 of the Delaware Revised Uniform Limited Partnership Act (“DRULPA”), and submits the following Certificate of Merger for filing:
FIRST: That the name and state of jurisdiction of each entity that is to merge is as follows:
Name | | State of Jurisdiction |
| | |
Coronado Energy Production Operating, L.L.C. | | Delaware |
El Paso E&P Company, L.P. | | Delaware |
SECOND: That an Agreement of Merger dated as of September 14, 2009 (the “Merger Agreement”), has been approved, adopted, certified, executed, and acknowledged by each of the constituent entities to the Merger in accordance with Section 18-209 of the DLLCA and Section 17-211 of the DRULPA.
THIRD: That the name of the surviving entity is El Paso E&P Company, L.P.
FOURTH: That the existing Certificate of Limited Partnership of El Paso E&P shall be the Certificate of Limited Partnership of the surviving entity.
FIVE: That the Merger shall be effective on September 15, 2009.
SIXTH: That an executed copy of the Merger Agreement is on file at the place of business of El Paso E&P, 1001 Louisiana Street, Houston, Texas 77002.
SEVENTH: That a copy of the Merger Agreement will be furnished upon request and without cost to any partner or member of, or any person holding an interest in, any entity that is to merge.
IN WITNESS WHEREOF, El Paso E&P Company, L.P. has caused this Certificate of Merger to be signed by a duly authorized officer of the General Partner this 14th day of September 2009.
| EL PASO E&P COMPANY, L.P. |
| By: | EL PASO EXPLORATION &
PRODUCTION MANAGEMENT, INC. |
| | Its General Partner |
| | |
| | |
| | By: | /s/ Dane E. Whitehead |
| | | Dane E. Whitehead |
| | | Senior Vice President |
2
| State of Delaware |
| Secretary of State |
| Division of Corporations |
| Delivered 08:02 PM 09/15/2009 |
| FILED 08:02 PM 09/15/2009 |
| SRV 090857948 - 2543123 FILE |
CERTIFICATE OF MERGER
merging
CORONADO ENERGY PRODUCTION OPERATING, L.L.C.
with and into
EL PASO E&P COMPANY, L.P.
Pursuant to
Section 18-209 of the Delaware Limited Liability Company Act
and
Section 17-211 of the Delaware Revised Uniform Limited Partnership Act
El Paso E&P Company, L.P. (“El Paso E&P”), a Delaware limited partnership, hereby certifies to the following facts relating to the merger (the “Merger”) of Coronado Energy Production Operating, L.L.C., a Delaware limited liability company, with and into El Paso E&P, pursuant to Section 18-209 of the Delaware Limited Liability Company Act (“DLLCA”) and Section 17-211 of the Delaware Revised Uniform Limited Partnership Act (“DRULPA”), and submits the following Certificate of Merger for filing:
FIRST: That the name and state of jurisdiction of each entity that is to merge is as follows:
Name | | State of Jurisdiction |
| | |
Coronado Energy Production Operating, L.L.C. | | Delaware |
El Paso E&P Company, L.P. | | Delaware |
SECOND: That an Agreement of Merger dated as of September 14, 2009 (the “Merger Agreement”), has been approved, adopted, certified, executed, and acknowledged by each of the constituent entities to the Merger in accordance with Section 18-209 of the DLLCA and Section 17-211 of the DRULPA.
THIRD: That the name of the surviving entity is El Paso E&P Company, L.P.
FOURTH: That the existing Certificate of Limited Partnership of El Paso E&P shall be the Certificate of Limited Partnership of the surviving entity.
FIVE: That the Merger shall be effective on September 15, 2009.
SIXTH: That an executed copy of the Merger Agreement is on file at the place of business of El Paso E&P, 1001 Louisiana Street, Houston, Texas 77002.
SEVENTH: That a copy of the Merger Agreement will be furnished upon request and without cost to any partner or member of, or any person holding an interest in, any entity that is to merge.
IN WITNESS WHEREOF, El Paso E&P Company, L.P. has caused this Certificate of Merger to be signed by a duly authorized officer of the General Partner this 14th day of September 2009.
| EL PASO E&P COMPANY, L.P. |
| By: | EL PASO EXPLORATION &
PRODUCTION MANAGEMENT, INC. |
| | Its General Partner |
| | |
| | |
| | By: | /s/ Dane E. Whitehead |
| | | Dane E. Whitehead |
| | | Senior Vice President |
2
| State of Delaware |
| Secretary of State |
| Division of Corporations |
| Delivered 06:42 PM 12/28/2010 |
| FILED 06:32 PM 12/28/2010 |
| SRV 101241147 - 2543123 FILE |
CERTIFICATE OF MERGER
merging
CORONADO ENERGY E&P COMPANY, L.L.C.,
EL PASO SOUTH TEXAS E&P COMPANY, L.L.C.,
and
EL PASO E&P ZAPATA, L.P.
with and into
EL PASO E&P COMPANY, L.P.
Pursuant to
Section 18-209 of the Delaware Limited Liability Company Act
Section 10.002 of the Texas Revised Limited Partnership Act
and
Section 17-211 of the Delaware Revised Uniform Limited Partnership Act
El Paso E&P Company, L.P. (“El Paso E&P”), a Delaware limited partnership, hereby certifies to the following facts relating to the merger (the “Merger”) of Coronado Energy E&P Company, L.L.C., a Delaware limited liability company, El Paso South Texas E&P Company, L.L.C., a Delaware limited liability company, and El Paso E&P Zapata, L.P., a Texas limited partnership, with and into El Paso E&P, pursuant to Section 18-209 of the Delaware Limited Liability Company Act (“DLLCA”), and Section 10.002 of the Texas Revised Limited Partnership Act (“TRLPA”), and Section 17-211 of the Delaware Revised Uniform Limited Partnership Act (“DRULPA”), and submits the following Certificate of Merger for filing:
FIRST: That the name and state of jurisdiction of each entity that is to merge is as follows:
Name | | State of Jurisdiction |
| | |
Coronado Energy E&P Company, L.L.C. | | Delaware |
El Paso South Texas E&P Company, L.L.C. | | Delaware |
El Paso E&P Zapata, L.P. | | Texas |
El Paso E&P Company, L.P. | | Delaware |
SECOND: That an Agreement of Merger dated as of December 15, 2010 (the “Merger Agreement”), has been approved, adopted, certified, executed, and acknowledged by each of the constituent entities to the Merger in accordance with Section 18-209 of the DLLCA, Section 10.002 of the TRLPA and Section 17-211 of the DRULPA.
THIRD: That the name of the surviving entity is El Paso E&P Company, L.P.
FOURTH: That the existing Certificate of Limited Partnership of El Paso E&P shall be the Certificate of Limited Partnership of the surviving entity.
FIVE: That the Merger shall be effective on December 31, 2010.
SIXTH: That an executed copy of the Merger Agreement is on file at the place of business of El Paso E&P, 1001 Louisiana Street, Houston, Texas 77002.
SEVENTH: That a copy of the Merger Agreement will be furnished upon request and without cost to any partner or member of, or any person holding an interest in, any entity that is to merge.
IN WITNESS WHEREOF, El Paso E&P Company, L.P. has caused this Certificate of Merger to be signed by a duly authorized officer of the General Partner this 15th day of December 2010.
| EL PASO E&P COMPANY, L.P. |
| By: | EL PASO EXPLORATION &
PRODUCTION MANAGEMENT, INC. |
| | Its General Partner |
| | |
| | |
| | By: | /s/ Francis C. Olmsted III |
| | | Francis C. Olmsted III |
| | | Vice President |
2
| State of Delaware |
| Secretary of State |
| Division of Corporations |
| Delivered 04:38 PM 05/21/2012 |
| FILED 04:16 PM 05/21/2012 |
| SRV 120601727 - 2543123 FILE |
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP
OF
EL PASO E&P COMPANY, L.P.
The undersigned, desiring to amend the Amended and Restated Certificate of Limited Partnership of El Paso E&P Company, L.P., pursuant to the provisions of Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, as amended (“DRULPA”) does hereby certify as follows:
1. The name of the Limited Partnership is El Paso E&P Company, L.P.
2. The text of Article I of the Certificate of Limited Partnership of the Limited Partnership is hereby amended and restated to read in its entirety as follows:
“ARTICLE I
NAME
The name of the Limited Partnership shall be EP Energy E&P Company, L.P. (hereinafter, the “Company”).”
3. This amendment to the Certificate of Amendment shall be effective at 12:01a.m. Eastern Time on June 1, 2012.
IN WITNESS WHEREOF, the undersigned general partner has executed this Certificate of Amendment on this 18th day of May, 2012.
| EL PASO EXPLORATION & |
| PRODUCTION MANAGEMENT, INC. |
| The General Partner |
| |
| |
| By: | /s/ Joseph C. James |
| | Joseph C. James |
| | Assistant Secretary |
