Public for the State of
County of
My commission expires:
[Signature and Acknowledgement Page to Oil, Gas and Mineral Deed]
C-3-8
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EXHIBIT A-1
REAL PROPERTY
[See attached]
Exhibit A-1
Real Property
C-3-9
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EXHIBIT A-2
MINERAL INTERESTS
[See attached]
Exhibit A-2
Mineral Interests
C-3-10
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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO ITEM 601(B)(10)
OF REGULATION S-K AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH "[***]" TO
INDICATE WHERE REDACTIONS HAVE BEEN MADE. THE MARKED INFORMATION HAS BEEN
REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE
COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.
EXHIBIT D
ATTACHED TO AND MADE A PART OF THAT
CERTAIN PURCHASE AND SALE AGREEMENT ("PSA"), DATED AS OF MAY 4,
2020, BY AND AMONG SWEPI LP, SENECA RESOURCES COMPANY, LLC AND
NFG MIDSTREAM COVINGTON, LLC
CERTIFICATE OF NON-FOREIGN STATUS
Section 1445 of the Internal Revenue Code of 1986 (the "Code") provides that a
transferee of a U.S. real property interest must withhold tax if the transferor
is a foreign person. For U.S. federal income tax purposes (including
Section 1445 of the Code), the owner of a disregarded entity will be the
transferor of the property and not the disregarded entity. To inform Seneca
Resources Company, LLC ("Seneca") and NFG Midstream Covington, LLC ("NFG"), the
transferees of a U.S. real property interest (Seneca and NFG together,
"Transferee"), that withholding of tax is not required in connection with the
disposition of a U.S. real property interest by Shell Oil Company (the owner of
SWEPI LP, which has legal title to a U.S. real property interest under local law
but is a disregarded entity for U.S. federal income tax purposes)
("Transferor"), the undersigned hereby certifies to the best of his knowledge
the following on behalf of Transferor, solely in his capacity as an
attorney-in-fact of Transferor:
1.
Transferor is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Code and the Treasury
Regulations promulgated thereunder);
2.
SWEPI LP is a disregarded entity (as defined in Treasury Regulation §
1.1445-2(b)(2)(iii)) and is a wholly owned direct subsidiary of Transferor;
3.
Transferor is not a disregarded entity (as defined in Treasury Regulation §
1.1445-2(b)(2)(iii));
4.
Transferor's U.S. employer identification number is [***]; and
5.
Transferor's office address is P.O. Box, 2463 Houston, Texas 77252-2463.
Transferor understands that this certification may be disclosed to the Internal
Revenue Service by Transferee and that any false statement contained herein
could be punished by fine, imprisonment, or both.
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Under penalties of perjury, the undersigned declares that he has examined this
certification, and, to the best of his knowledge and belief, it is true,
correct, and complete, and he further declares that he has the authority to sign
this document on behalf of Transferor.
[Signature on following page]
Executed on
, 2020.
Shell Oil Company
By:
Name:
Title:
Attorney-in-Fact
Signature Page to Certificate of Non-Foreign Status
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EXHIBIT E
ATTACHED TO AND MADE A PART OF THAT