| STATE OF DELAWARE | Exhibit 3.5 |
| SECRETARY OF STATE | |
| DIVISION OF CORPORATIONS | |
| FILED 03:00 PM 04/28/1999 | |
| 991168127 - 3036146 | |
CERTIFICATE OF FORMATION
OF
DUKE ENERGY HYDROCARBONS, LLC
This Certificate of Formation of Duke Energy Hydrocarbons, LLC (the “LLC”), dated April 28, 1999, is being duly executed and filed by Beverly J. Fite, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6Del.C. § 18-101.etseq.).
FIRST. The name of the limited liability company formed hereby is Duke Energy Hydrocarbons, LLC.
SECOND. The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.
| | /s/ Beverly J. Fite |
| | Name: Beverly J. Fite |
| | Authorized Person |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
DUKE ENERGY HYDROCARBONS, LLC
Duke Energy Hydrocarbons, L.L.C., a limited liability company organized and existing under and by virtue of the Delaware Limited Liability Company Act (the “Company”) does hereby certify as follows:
1. The name of the limited liability company is Duke Energy Hydrocarbons, LLC.
2. The Certificate of Formation is amended to change the name of the Company as follows:
“The name of the limited liability company is Marlin Energy Offshore, L.L.C.”
IN WITNESS WHEREOF, said Company has caused this Certificate to be signed this 20th day of June, 2003.
| | DUKE ENERGY HYDROCARBONS, LLC |
| | |
| | By: | Marlin Energy, L.L.C., its sole member |
| | | |
| | By: | /s/ Richard Zepenido, Jr. |
| | Name: Richard Zepenido, Jr. |
| | Title: President and Chief Executive Officer |
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 02:05 PM 04/05/2006
FILED 01:56 PM 04/05/2006
SRV 060321257 - 3036146 FILE
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
| 1. | Name of Limited Liability Company: Marlin Energy Offshore, L.L.C., formerly known as Duke Energy Hydrocarbons, L.L.C. |
| 2. | The Certificate of Formation of the Limited Liability Company is hereby amended as follows: The name of the Limited Liability Company is changed to “Energy XXI GOM, LLC”. |
IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 5th day of April, 2006.
| | By: | | Energy XXI Gulf Coast, Inc., |
| | | | | Sole Member |
| | | | | |
| | | | | By: | /s/ John D. Schiller, Jr. |
| | | | | | John D. Schiller, Jr. |
| | | | | | Chief Executive Officer |
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 02:05 PM 04/05/2006
FILED 01:56 PM 04/05/2006
SRV 060321257 - 3036146 FILE
