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The First ,State
I, . HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO FRAWaRY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES :
"KERR-MCGEE ROCKY MOUNTAIN LLS", A DELAWARE LIMITED
LIABILITY COMPANY,
WITH AND INTO "KERR-MCGEE OIL & GAS ONSHORE LP" UNDER THE
NAME OF "KERR-MCGEE OIL & GAS ONSHORE LP ", A LIMITED PARTNERSHIP
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE,
AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-SECOND DAY OF
JUNE, A. D. 2006, AT 11 O 'CLOCK A.M.
•
)Amps - %/.t sL44JJ
Harriet Smith Windsor, Secretary of State
2267653 9100K AUTHENTICATION: 4848992
060599872 DATE : 06-22-06
ACCI0 ' 358 °l
08/22/2008 18: 12 PAN 3026662480 . CORP DEPT (41002/002
CM/ 'C, Loco no: 44 3148b38799
State of DBtfrase82/02
Secretary of State
Division of ['reputations
Delivered 10:50 AN 06/22/2006
8TDZD 11:00 AN 06/22/2006
SW 060599872 - 2267653 FITS
CERTIFICATE OR MERGER
of •
Kerr-MeGee Rocky Mountain LLC
with and lain
Kerr-McGee Oil & Grua Onshore LP
Pursuant toDtle 6, Section 17.211. ofthe DelawareLbHted paetoe p Act. .
•
rine The name of the surviving Delaware partnership. Limited Partnership is KemlltcGee Oil & Gas Onshore LP, n .
is t&frondM� of the Limited Liability Company being merged into the Limited Pattnerehtp
Rocky Moumaln LLQ anet aw.ere Hatted Validity company.
MW: The ABroe mein and Plan ofMargie has been approved and executed by eaeb of the
business amides which is to merge.
Path: The.name of the surviving Limited Partnership is%ear-MeOee Oil & Oas Onshore LP.The flab: lee Limited and Plan of Merger is on file et the place of business of the survivingCity, areLimte731 and the addrem thereof is 123 Robert S. KwAvem% Oklahoma
Shah: A copy of the Agzcement and Plan °nitwit will hefisnishedby the surviving Limited
Partnership, on request and without eon, to any partner of mry domestic limited partnership ar
any parson holding an laterest in any other business entity which is to merge or consolidate.
IN writ s WHEREOF, said Limited Partnership has Caused this certificate to be signed by
its general partner, thiso day°flune, 2006.
WIiG, lac,general pane
oflCerr-dropte 011 & Gas Oasha reLP
By
N John R Pdab®barger r GS c r
71de: Virg President$ Aesialsot Secretary
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