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Home My WebLink About20073923.tiff . * 111111111111111111111111111111111111111 III 11111 M27697 01/07/2008 04:54P Weld County, CO 1 of 4 R 21.00 D 0.00 Steve Moreno Clerk&Recorder De(aware PAGE 6971 ?fie First State 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 OWNERSHIP, WHICH MERGES: "NOBLE ENERGY PRODUCTION, INC. ", A DELAWARE CORPORATION, WITH AND INTO "NOBLE ENERGY, INC. " UNDER THE NAME OF "NOBLE ENERGY, INC. ", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-THIRD DAY OF AUGUST, A.D. 2007, AT 11:47 O'CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE SECOND DAY OF SEPTEMBER, A.D. 2007, AT 12:03 O'CLOCK A.M. Askvs "jr�*<�t4 %am ® ;,r Harriet Smith Windsor,Secretary of State 3897024 8100M m4i AUTHENTICATION: 6042261 071074471 WAe DATE: 10-02-07 o7-3' 3 Lea , 1�� • AEI 11111 111111111111 III 111111111111111 1111IIII 3527697 01/07/2008 04:54P Weld County, CO State of Delaware 2 of 4 R 21.00 0 0.00 Steve Moreno Clerk& Recorder Secrete of state Division of Corporations Delivered 11:39 AM 08/28/2007 ' FILED 11:47 AM 08/28/2007 SRV 070963020 - 0738126 FILE • CERTIFICATE OF OWNERSHIP MERGING NOBLE ENERGY PRODUCTION,INC. • • (a Delaware corporation) • WITH AND INTO NOBLE ENERGY,INC. (a Delaware corporation) • Pursuant to Section 253 of the Delaware General Corporation Law,Noble Energy,Inc., a Delaware corporation(the"Corporation"),incorporated on December 29, 1969,hereby certifies the following: • 1. The Corporation owns 100% of the outstanding capital stock of Noble Energy Production,Inc.,a Delaware corporation("Noble Energy Production"),incorporated on December 15,2004. • 2. The Corporation, by resolutions of its Board of Directors attached hereto as Exhibit A duly adopted by unanimous written consent dated August 17,2067, determined to merge into itself said Noble Energy Production. 3. The merger is to become effective on September I,2007,at 12:03 a.m. IN WITNESS WHEREOF,the Corporation has caused this Certificate of Ownership to be executed by an authorized officer of the Corporation,the 22,0cA day of August,2007. .NOBLE ENERGY,INC. I' By: 12(4.44,4: P-1,(C Name:Chris Tong Title:Senior Vice President • 0601120p3426 H0051ON 542645-I • II0111111111111111111111111111111111111111111111111111 3527697 01/07/2008 04:54P Weld County, CO 3 of 4 R 21.00 D 0.00 Steve Moreno Clerk& Recorder Exhibit A • Resolutions adopted by the Board of Directors of Noble Energy,Inc. August 17,2007 Relating to the Approval of Merger of each of Noble Energy Production, Inc., Noble Energy LLC,and Noble Energy(Louisiana),LLC into the Company uc WHEREAS, Noble Energy Pmduction, Inc., a Delaware corporation ("Noble Energy Prod on"),is a wholly owned subsidiary of the Company,with the Company owning 10O%of the outstanding capital stock of Noble Energy Production; WHEREAS, Noble Energy, LW,a Delaware limited liability company("Noble Energy LLC"), is a wholly owned subsidiary of the Company, with the Company owning 1OO% of the outstanding membership interests in Noble Energy LLC; WHEREAS, Noble Energy (Louisiana), LLC, a Delaware limited liability company ("Noble Energy Louisiana"),is a wholly owned subsidiary of the Company, with the Company owning 100%of the outstanding membership interests in Noble Energy Louisiana; WHEREAS,it has been proposed that Noble Energy Production be merged with and into the Company,with the Company being the surviving business entity in such merger(the"Noble Energy Production Merger"); WHEREAS, it has been proposed that Noble Energy LLC be merged with and into the Company, with the Company being the surviving business entity in such merger (the "Noble • Energy LW Merger"); WHEREAS,is has been proposed that Noble Energy Louisiana be merged with and into the Company,with the Company being the surviving business entity in such merger(the"Noble • Energy Louisiana Merger"); WHEREAS, under the terms of the Noble Energy Production Merger, all of the outstanding shares of the capital stock of Noble Energy Production shall be converted into one share of the capital stock of the Company, which share shall subsequently be automatically cancelled with no compensation being paid therefor; WHEREAS,under the terms of the Noble Energy LW Merger as more fully described in the Agreement of Merger by and between the Company and Noble Energy LLC,a copy of which has been distributed to the Board and is attached hereto as Exhibit A, all of the outstanding membership interests of Noble Energy LLC shall be converted into one share of the capital stock of the Company, which share shall subsequently be automatically cancelled with no compensation being paid therefor, 060131003124 HOUSTON 542545.1 1 I -- 1 11111111111111111 111111 III 111111 111111 III 1111111111111 3527697 01/07/2008 04:54P Weld County, CO 4 of 4 R 21.00 0 0.00 Steve Moreno Clerk& Recorder WHEREAS, under the terms of the Noble Energy Louisiana Merger as more fully described in the Agreement of Merger by and between the Company and Noble Energy Louisiana,a copy of which has been distributed to the Board and is attached hereto as Exhibit 13, all of the outstanding membership interests of Noble Energy Louisiana shall be converted into one share of the capital stock of the Company,which share shall subsequently be automatically cancelled with no compensation being paid therefor, WHEREAS, after careful review and consideration, the Board has determined, in its business judgment,that it would be advisable and in the best interests of the Company to effect the Noble Energy Production Merger, the Noble Energy LLC Merger, and the Noble Energy Louisiana Merger. NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes and • approves the Noble Energy Production Merger, the Noble Energy LLC Merger, and the Noble Energy Louisiana Merger,whereby each of Noble Energy Production,Noble Energy LLC,and Noble Energy Louisiana shall be merged with and into the Company and all of the outstanding shares of the capital stock of Noble Energy Production and the outstanding membership interests of Noble Energy LLC and Noble Energy Louisiana shall each be converted into one share of the capital stock of the Company,which share shall then be cancelled with no compensation being paid therefor, all in compliance with the provisions of Article 253 of the Delaware Genial Corporation Law;and farther RESOLVED, that the Board hereby approves the form of and all the terms, provisions and conditions contained in each of the Agreements of Merger by and between the Company and Noble Energy LLC and Noble Energy Louisiana,respectively;and further RESOLVED, that the effective date of the Noble Energy Production Merger, the Noble Energy LLC Merger, and the Noble Energy Louisiana Merger shall be September 1,2007 or on such other date as the proper officers of the Company deem necessary or appropriate;and further RESOLVED, that the officers of the Company are hereby authorized and directed to consummate the Noble Energy Production Merger, the Noble Energy LW Merger, and the Noble Energy Louisiana Merger;and further RESOLVED,that the proper officers of the Company are severally authorized to provide such notifications and take such other action as is necessary or appropriate to carry out the intent and purpose of the foregoing resolution. • 060132 003224 HOUSTON 542aC5.1 -I Ililll 11111111111111111 III 111111111111 III IIIII III! IIII 3527697 01/07/2008 04:54P Weld County, CO 1 of 4 R 21.00 D 0.00 Steve Moreno Clerk& Recorder 697 (Delaware PAGE 1 'The First State 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 OWNERSHIP, WHICH MERGES: "NOBLE ENERGY PRODUCTION, INC. ", A DELAWARE CORPORATION, WITH AND INTO "NOBLE ENERGY, INC. " UNDER THE NAME OF "NOBLE ENERGY, INC. ", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-THIRD DAY OF AUGUST, A.D. 2007, AT 11:47 O 'CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE SECOND DAY OF SEPTEMBER, A.D. 2007, AT 12:03 O'CLOCK A.M. �4PEi rpmrs oo " 0. /cc" >11-...+1 t'924.-1-aLa.4^i a'} Harriet Smith Windsor,Secretary of State ��' " .! i� 3897024 8100M o • AUTHENTICATION: 6042261 071074471 "eupwm% DATE: 10-02-07 11111111111111111111111 III Hu 11 111111 III 11111 IIII 101 3527697 01/07/2008 04:54P Weld County, CO State of Delaware 2 of 4 R 21.00 D 0.00 Steve Moreno Clerk& Recorder Secretary of State Division of Corporations Delivered 11:39 AM 08/28/2007 FILED 11:47 AM 08/28/2007 SRV 070963020 - 0738126 FILE • • CERTIFICATE OF OWNERSHIP • MERGING NOBLE ENERGY PRODUCTION,INC. • • (a Delaware corporation) WITH AND INTO NOBLE ENERGY,INC. (a Delaware corporation) • Pursuant to Section 253 of the Delaware General Corporation Law,Noble Energy,Inc., a • Delaware corporation(the"Corporation"),incorporated on December 29, 1969,hereby certifies the following: 1. The Corporation owns 100% of the outstanding capital stock of Noble Energy Production,Inc.,a Delaware corporation("Noble Energy Production"),incorporated on December 15,2004. 2, The Corporation,by resolutions of its Board of Directors attached hereto as Exhibit A duly adopted by unanimous written consent dated August 17,2067,determined to merge into itself said Noble Energy Production. • 3. The merger is to become effective on September t,2007,at 12:03 a.m. IN WITNESS WHEREOF,the Corporation has caused thhisCertificatc of Ownership to • be executed by an authorized officer of the Corporation,the 22,46" day of August,2007. .NOBLE ENERGY,INC W • By: vuu Lam, Name: Chris Tong Title:Senior Vice President • • 060132 003224 HOU97ON 542645-I • 1 IIIIII 11111 111111111111 III 111111 111111 III 11111 1111 till 3527697 01/07/2008 04:54P Weld County, CO 3 of 4 R 21.00 D 0.00 Steve Moreno Clerk& Recorder Exhibit A Resolutions adopted by the Board of Directors • of Noble Energy,Inc. August 17,2007 Relating to the Approval of Merger of each of Noble Energy Production, Inc., Noble Energy LLC,and Noble Energy(Louisiana),LLC into the Company WHEREAS, Noble Energy Production, Inc., a Delaware corporation ("Noble Energy Production"),is a wholly owned subsidiary of the Company,with the Company owning 100%of the outstanding capital stock of Noble Energy Production; WHEREAS, Noble Energy,LLC,a Delaware limited liability company("Noble Energy LLC"), is a wholly owned subsidiary of the Company, with the Company owning 100% of the outstanding membership interests in Noble Energy LLC; WHEREAS, Noble Energy (Louisiana), LIE, a Delaware limited liability company ("Noble Energy Louisiana"),is a wholly owned subsidiary of the Company,with the Company owning 100%of the outstanding membership interests in Noble Energy Louisiana; WHEREAS,it has been proposed that Noble Energy Production be merged with and into the Company,with the Company being the surviving business entity in such merger(the"Noble Energy Production Merger"); WHEREAS, it has been proposed that Noble Energy LLC be merged with and into the Company, with the Company being the surviving business entity in such merger (the "Noble Energy LLC Merger"); WHEREAS,is has been proposed that Noble Energy Louisiana be merged with and into the Company,with the Company being the surviving business entity in such merger(the"Noble • Energy Louisiana Merger"); • WHEREAS, under the terms of the Noble Energy Production Merger, all of the outstanding shares of the capital stock of Noble Energy Production shall be converted into one share of the capital stock of the Company, which share shall subsequently be automatically cancelled with no compensation being paid therefor; WHEREAS,under the terms of the Noble Energy LIE Merger as more fully described in the Agreement of Merger by and between the Company and Noble Energy LLC,a copy of which has been distributed to the Board and is attached hereto as Exhibit A, all of the outstanding membership interests of Noble Energy LIE shall be converted into one share of the capital stock of the Company, which share shall subsequently be automatically cancelled with no compensation being paid therefor, 060132 003224 HOUSTON 542645.1 1111111111111111111111 11111 11111I I 11111111111111 3527697 01107/2008 04.54P Weld County, CO 4 of 4 R 21.00 D 0.00 Steve Moreno Clerk&Recorder WHEREAS, under the terms of the Noble Energy Louisiana Merger as more filly • described in the Agreement of Merger by and between the Company and Noble Energy Louisiana,a copy of which has been distributed to the Board and is attached hereto as Exhibit B all of the outstanding membership interests of Noble Energy Louisiana shall be converted into one share of the capital stock of the Company,which share shall subsequently be automatically cancelled with no compensation being paid therefor, WHEREAS, after careful review and consideration, the Board has determined, in its business judgment,that it would be advisable and in the best interests of the Company to effect the Noble Energy Production Merger, the Noble Energy LLC Merger, and the Noble Energy Louisiana Merger. NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes and approves the Noble Energy Production Merger, the Noble Energy LW Merger, and the Noble Energy Louisiana Merger, whereby each of Noble Energy Production,Noble Energy LLC,and Noble Energy Louisiana shall be merged with and into the Company and all of the outstanding shares of the capital stock of Noble Energy Production and the outstanding membership interests of Noble Energy LW and Noble Energy Louisiana shall each be converted into one share of the capital stock of the Company, which share shall then be cancelled with no compensation being paid therefor, all in compliance with the provisions of Article 253 of the Delaware General Corporation Law;and further RESOLVED, that the Board hereby approves the form of and all the terms,provisions and conditions contained in each of the Agreements of Merger by and between the Company and Noble Energy LLC and Noble Energy Louisiana,respectively^,and further RESOLVED, that the effective date of the Noble Energy Production Merger,the Noble • Energy LW Merger, and the Noble Energy Louisiana Merger shall be September 1,2007 or on such other date as the proper officers of the Company deem necessary or appropriate;and further RESOLVED, that the officers of the Company are hereby authorized and directed to consummate the Noble Energy Production Merger, the Noble Energy LLC Merger, and the Noble Energy Louisiana Merger;and further RESOLVED,that the proper officers of the Company are severally authorized to provide such notifications and take such other action as is necessary or appropriate to carry out the intent and purpose of the foregoing resolution. • • • 660132003224 HOUSTON 5426451 -- - . _ - _- • • I rr':' ^a',,,! ;ns•rum ,it is a true duplicate of toe i !.:; Witness h nd and of(€Y�i I ell this "�. �Z. • ,�• 4S AIL• day of • els Q4unty Dt corder I�.i WefdCh `Of* ao • Deputy Hello