Exhibit 3.7
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 BRAZIL, L.L.C.” AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF FORMATION, FILED THE SEVENTH DAY OF MAY, A.D. 2002, AT 2:30 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF FORMATION IS THE TENTH DAY OF MAY, A.D. 2002.
CERTIFICATE OF CORRECTION, FILED THE SEVENTEENTH DAY OF MAY, A.D. 2002, AT 2:30 O’CLOCK P.M.
CERTIFICATE OF AMENDMENT, FILED THE FOURTEENTH DAY OF NOVEMBER, A.D. 2002, AT 12 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE FIFTEENTH DAY OF NOVEMBER, A.D. 2002.
CERTIFICATE OF MERGER, FILED THE TWENTY-FIFTH DAY OF NOVEMBER, A.D. 2008, AT 5:14 O’CLOCK P.M.
CERTIFICATE OF MERGER, FILED THE SEVENTEENTH DAY OF
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| /s/ Jeffrey W. Bullock |
| Jeffrey W. Bullock, Secretary of State |
3522643 8100H
120919798 You may verify this certificate online at corp.delaware.gov/authver.shtml | AUTHENTICATION: | | 9768679 |
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DATE: | | 08-09-12 |
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Delaware
The First State
FEBRUARY, A.D. 2009, AT 12:17 O’CLOCK P.M.
CERTIFICATE OF AMENDMENT, FILED THE TWENTY-FIRST DAY OF MAY, A.D. 2012, AT 4:40 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE TWENTY-FOURTH DAY OF MAY, A.D. 2012.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “EL PASO BRAZIL, L.L.C.” TO “EP ENERGY BRAZIL, L.L.C.”, FILED THE TWENTY-FIRST DAY OF MAY, A.D. 2012, AT 4:41 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 LIABILITY COMPANY, “EP ENERGY BRAZIL, L.L.C”.
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| /s/ Jeffrey W. Bullock |
| Jeffrey W. Bullock, Secretary of State |
3522643 8100H
120919798 You may verify this certificate online at corp.delaware.gov/authver.shtml | AUTHENTICATION: | | 9768679 |
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DATE: | | 08-09-12 |
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| STATE OF DELAWARE |
| SECRETARY OF STATE |
| DIVISION OF CORPORATIONS |
| FILED 02:30 PM 05/07/2002 |
| 020291010 - 3522643 |
CERTIFICATE OF FORMATION
OF
EL PASO BRAZIL, L.L.C.
This Certificate of Formation of El Paso Brazil, L.L.C. (the “LLC”) dated as of May 7, 2002, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act, 6 Del. C.§§ 18-101, et. seq.
FIRST: The name of the LLC formed hereby is:
El Paso Brazil, L.L.C.
SECOND: The address of the registered office of the LLC in the State of Delaware is:
Corporation Trust Center
1209 Orange Street
New Castle County
Wilmington, Delaware 19801
THIRD: The name and address of the registered agent for service of process on the LLC in the State of Delaware are:
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
New Castle County
Wilmington, Delaware 19801
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Formation to be executed as of the date first above written.
| /s/ Pilar DeAnda |
| Pilar DeAnda |
| Authorized Person |
| STATE OF DELAWARE |
| SECRETARY OF STATE |
| DIVISION OF CORPORATIONS |
| FILED 02:30 PM 05/17/2002 |
| 020317925 - 3522643 |
LIMITED LIABILITY COMPANY
CERTIFICATE OF CORRECTION
FILED TO CORRECT A CERTAIN ERROR IN THE CERTIFICATE OF
FORMATION
OF
EL PASO BRAZIL, L.L.C.
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF DELAWARE ON MAY 7, 2002.
1. The name of the limited liability company is El Paso Brazil, L.L.C.
2. A Certificate of Formation was filed by the Secretary of State of the State of Delaware on May 7, 2002 that requires correction as permitted by Section 18-211 of the Delaware Limited Liability Company Act.
3. The inaccuracy or defect of the Certificate to be corrected is as follows:
The FOURTH Article of the Certificate was erroneously omitted and should have included an effective filing date of May 10, 2002.
4. Article Fourth is added to the Certificate to read as follows:
FOURTH: The Certificate of Formation shall be effective on May 10, 2002.
IN WITNESS WHEREOF, El Paso Brazil, L.L.C. has caused this Certificate to be signed by Pilar DeAnda, Authorized Person, this 17th day of May 2002.
| EL PASO BRAZIL, L.L.C. |
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| By: | /s/ Pilar DeAnda |
| | Pilar DeAnda |
| | Authorized Person |
CERTIFICATE OF AMENDMENT
OF
EL PASO BRAZIL, L.L.C.
1. The name of the limited liability company is El Paso Brazil, L.L.C. (“LLC”).
2. The Certificate of Formation of the limited liability company is hereby amended by adding the following Article:
FIFTH: LLC shall be a series limited liability company and the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of LLC generally or assets allocated to another series.
3. This Certificate of Amendment shall become effective on the 15th day of November, 2002.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of El Paso Brazil, L.L.C. on this 14th day of November, 2002.
| By: | /s/ David L. Siddall |
| | David L. Siddall |
| | Vice President |
| STATE OF DELAWARE |
| SECRETARY OF STATE |
| DIVISION OF CORPORATIONS |
| FILED 12:00 PM 11/14/2002 |
| 020701946 - 3522643 |
| State of Delaware |
| Secretary of State |
| Division of Corporations |
| Delivered 05:23 PM 11/25/2008 |
| FILED 05:14 PM 11/25/2008 |
| SRV 081146412 - 3522643 FILE |
CERTIFICATE OF MERGER
merging
POTIGUAR I, L.L.C.
with and into
EL PASO BRAZIL, L.L.C.
Pursuant to Section 18-209 of the Delaware Limited Liability Company Act
El Paso Brazil, L.L.C. (“El Paso Brazil”), a Delaware limited liability company, hereby certifies to the following facts relating to the merger (the “Merger”) of Potiguar I, L.L.C., a Delaware limited liability company, with and into El Paso Brazil, pursuant to Section 18-209 of the Delaware Limited Liability Company Act (“DLLCA”) and submits the following Certificate of Merger for filing:
FIRST: That the name and state of formation of each limited liability company that is to merge is as follows:
Name | | State of Formation |
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Potiguar I, L.L.C. | | Delaware |
El Paso Brazil, L.L.C. | | Delaware |
SECOND: That an Agreement of Merger dated as of November 25, 2008 (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.
THIRD: That the name of the surviving entity is El Paso Brazil, L.L.C.
FOURTH: That the existing Certificate of Formation of El Paso Brazil shall be the Certificate of Formation of the surviving entity.
FIVE: That the Merger shall be effective upon filing.
SIXTH: That an executed copy of the Merger Agreement is on file at the place of business of El Paso Brazil, 1001 Louisiana Street, Houston, Texas 77002.
SEVENTH: That a copy of the Merger Agreement will be furnished upon request and without cost to any member of, or any person holding an interest in, any entity that is to merge.
IN WITNESS WHEREOF, El Paso Brazil, L.L.C. has caused this Certificate of Merger to be signed by a duly authorized officer this 25th day of November, 2008.
| EL PASO BRAZIL, L.L.C. |
| By: Its Members |
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| SERIES B (BM-CAL-4) SERIES REPRESENTATIVE: |
| El Paso Cayman BM-CAL-4 Company |
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| SERIES E (BAS-97) SERIES REPRESENTATIVE: |
| El Paso Cayman BAS-97 Company |
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| SERIES G (BS-1) SERIES REPRESENTATIVE: |
| El Paso Cayman BS-1 Company |
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| SERIES H (BM-POT-11) SERIES REPRESENTATIVE: |
| El Paso Cayman BM-POT-11 Company |
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| SERIES I (BM-POT-13) SERIES REPRESENTATIVE: |
| El Paso Cayman BM-POT-13 Company |
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| SERIES L (BM-CAL-6) SERIES REPRESENTATIVE: |
| El Paso Cayman BM-CAL-6 Company |
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| SERIES M (BM-ES-5) SERIES REPRESENTATIVE: |
| El Paso Cayman BM-ES-5 Company |
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| SERIES N (BM-CAL-5) SERIES REPRESENTATIVE: |
| El Paso Cayman BM-CAL-5 Company |
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| SERIES O SERIES REPRESENTATIVE: |
| El Paso Production International Cayman Company |
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| SERIES P (CAL-M-312) SERIES REPRESENTATIVE: |
| El Paso Cayman CAL-M-312 Company |
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| SERIES Q (CAL-M-372) SERIES REPRESENTATIVE: |
| El Paso Cayman CAL-M-372 Company |
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| COMMON SERIES REPRESENTATIVE: |
| El Paso Cayman Brazil Ventures Company |
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| By: | /s/ Antonio de Pinho |
| | Antonio de Pinho, |
| | as Director of each of the foregoing |
| | companies |
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| State of Delaware |
| Secretary of State |
| Division of Corporations |
| Delivered 12:45 PM 02/17/2009 |
| FILED 12:17 PM 02/17/2009 |
| SRV 090147335 - 3522643 FILE |
CERTIFICATE OF MERGER
merging
POTIGUAR II, L.L.C.
and
POTIGUAR 4B LLC
with and into
EL PASO BRAZIL, L.L.C.
Pursuant to Section 18-209 of the Delaware Limited Liability Company Act
El Paso Brazil, L.L.C. (“El Paso Brazil”), a Delaware limited liability company, hereby certifies to the following facts relating to the merger (the “Merger”) of Potiguar II, L.L.C. and Potiguar 4B LLC each a Delaware limited liability company, with and into El Paso Brazil, pursuant to Section 18-209 of the Delaware Limited Liability Company Act (“DLLCA”) and submits the following Certificate of Merger for filing:
FIRST: That the name and state of formation of each limited liability company that is to merge is as follows:
Name | | State of Formation |
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Potiguar II, L.L.C. | | Delaware |
Potiguar 4B LLC | | Delaware |
El Paso Brazil. L.L.C. | | Delaware |
SECOND: That an Agreement of Merger dated as of February 16, 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.
THIRD: That the name of the surviving entity is El Paso Brazil, L.L.C.
FOURTH: That the existing Certificate of Formation of El Paso Brazil shall be the Certificate of Formation of the surviving entity.
FIVE: That the Merger shall be effective upon filing.
SIXTH: That an executed copy of the Merger Agreement is on file at the place of business of El Paso Brazil, 1001 Louisiana Street, Houston, Texas 77002.
SEVENTH: That a copy of the Merger Agreement will be furnished upon request and
without cost to any member of, or any person holding an interest in, any entity that is to merge.
IN WITNESS WHEREOF, El Paso Brazil, L.L.C. has caused this Certificate of Merger to be signed by a duly authorized officer this 16th day of February, 2009.
| EL PASO BRAZIL, L.L.C. |
| By: Its Members |
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| SERIES B (BM-CAL-4) SERIES REPRESENTATIVE: |
| El Paso Cayman BM-CAL-4 Company |
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| SERIES E (BAS-97) SERIES REPRESENTATIVE: |
| El Paso Cayman BAS-97 Company |
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| SERIES F (BCAM-2) SERIES REPRESENTATIVE: |
| El Paso Cayman BCAM-2 Company |
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| SERIES G (BS-1) SERIES REPRESENTATIVE: |
| El Paso Cayman BS-1 Company |
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| SERIES H (BM-POT-11) SERIES REPRESENTATIVE: |
| El Paso Cayman BM-POT-11 Company |
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| SERIES I (BM-POT-13) SERIES REPRESENTATIVE: |
| El Paso Cayman BM-POT-13 Company |
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| SERIES K (BM-S-13) SERIES REPRESENTATIVE: |
| El Paso Cayman BM-S-13 Company |
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| SERIES L (BM-CAL-6) SERIES REPRESENTATIVE: |
| El Paso Cayman BM-CAL-6 Company |
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| SERIES M (BM-ES-5) SERIES REPRESENTATIVE: |
| El Paso Cayman BM-ES-5 Company |
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| SERIES N (BM-CAL-5) SERIES REPRESENTATIVE: |
| El Paso Cayman BM-CAL-5 Company |
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| SERIES O SERIES REPRESENTATIVE: |
| El Paso Production International Cayman Company |
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| SERIES P (CAL-M-312) SERIES REPRESENTATIVE: |
| El Paso Cayman CAL-M-312 Company |
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| SERIES Q (CAL-M-372) SERIES REPRESENTATIVE: |
| El Paso Cayman CAL-M-372 Company |
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| COMMON SERIES REPRESENTATIVE: |
| El Paso Cayman Brazil Ventures Company |
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| By: | /s/ Gene T. Waguespack |
| | Gene T. Waguespack, |
| | as Director of each of the foregoing |
| | companies |
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| State of Delaware |
| Secretary of State |
| Division of Corporations |
| Delivered 04:40 PM 05/21/2012 |
| FILED 04:40 PM 05/21/2012 |
| SRV 120601891 - 3522643 FILE |
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF FORMATION
OF
EL PASO BRAZIL, L.L.C.
The undersigned, desiring to amend the Certificate of Formation of El Paso Brazil, L.L.C. (the “LLC”), pursuant to the provisions of Section 18-202 of the Limited Liability Company Act of the State of Delaware, does hereby certify as follows:
FIRST: The name of the LLC is:
El Paso Brazil, L.L.C.
SECOND: The Certificate of Formation of the limited liability company is hereby amended by deleting the article numbered “FIFTH” in its entirety.
THIRD: This amendment to the Certificate of Formation shall be effective at on May 24th, 2012.
IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Formation on this 21st day of May 2012.
| EL PASO BRAZIL, L.L.C. |
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| By: | /s/ Joseph C. James |
| | Joseph C. James |
| | Authorized Person |
| State of Delaware |
| Secretary of State |
| Division of Corporations |
| Delivered 04:40 PM 05/21/2012 |
| FILED 04:41 PM 05/21/2012 |
| SRV 120601898 - 3522643 FILE |
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF FORMATION
OF
EL PASO BRAZIL, L.L.C.
The undersigned, desiring to amend the Certificate of Formation of El Paso Brazil, L.L.C. (the “LLC”), pursuant to the provisions of Section 18-202 of the Limited Liability Company Act of the State of Delaware, does hereby certify as follows:
FIRST: The name of the LLC is:
El Paso Brazil, L.L.C.
SECOND: The article numbered “FIRST” of the Certificate of Formation of the Company shall be amended as follows:
“FIRST: The name of the LLC formed hereby is:
EP Energy Brazil, L.L.C.”
THIRD: This amendment to the Certificate of Formation shall be effective at 12:01a.m. Eastern Time on June 1, 2012.
IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Formation on this 18th day of May 2012.
| EL PASO BRAZIL, L.L.C. |
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| By: | /s/ Joseph C. James |
| | Joseph C. James |
| | Authorized Person |
