RESTATED CERTIFICATE OF INCORPORATION OF
HONDO OIL & GAS COMPANY
Hondo Oil & Gas Company, a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
1. The name of corporation is Hondo Oil & Gas Company and the name under
which the corporation was originally incorporated is Pauley Petroleum
Inc. The date of filing of its original Certificate of Incorporation
was June 2, 1958.
2. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the
Certificate of Incorporation of this corporation as heretofore amended
or supplemented; there is no discrepancy between those provisions and
the provisions of this Restated Certificate of Incorporation. The
restatement of the articles of incorporation does not contain an
amendment of the articles of incorporation that requires shareholder
approval.
3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is hereby restated, without further amendments
or changes, to read as set forth in Exhibit A hereto.
4. This Restated Certificate of Incorporation was duly adopted by the
Board of Directors of the corporation in accordance with Section 245
of the Delaware General Corporation Law.
Dated: November 10, 1994 Hondo Oil & Gas Company
By:/s/ John J. Hoey
--------------------------
John J. Hoey
President and Chief Executive Officer
By:/s/ C.B. McDaniel
---------------------------
C.B. McDaniel
Secretary
Exhibit A
RESTATED
CERTIFICATE OF INCORPORATION
OF
HONDO OIL & GAS COMPANY
FIRST: The name of the corporation is Hondo Oil & Gas Company.
SECOND: Its principal office in the State of Delaware is located at
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.
The name and address of its resident agent is The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801.
THIRD: The nature of the business, or objects or purposes to be
transacted, promoted or carried on are:
To purchase, or otherwise acquire or invest in, own, mortgage,
pledge, sell, assign, transfer, or otherwise dispose of, in whole or
in part, oil, gas and mineral leases; oil, gas and mineral
concessions, rights or interests granted or created by any government
or any subdivision thereof; oil, gas and mineral rights; any interest
of any type in any of the foregoing, including expressly interests
known as oil payments, gas payments and production payments; fee
lands; mineral interests in lands; mining claims; applications or
options to acquire oil, gas or mineral leases, concessions or rights;
royalty interests; overriding royalty interests; net profits interests
and any other interest in lands or any rights or interests created by
contract or otherwise which entitle the owner or owners thereof to
participate in any way in, or obtain any advantage from, the
production or sale of oil, gas or other minerals.
To operate, maintain, improve and develop oil, gas or other
mineral properties, to explore for oil, gas or other minerals by any
means, including the drilling of wells for such purposes, and to
purchase and sell oil, gas or other minerals and all products and by-
products thereof.
To enter into, maintain, operate or carry on in any or all of its
branches the business of exploring for, producing, developing, mining,
processing, refining, treating, handling, marketing or dealing in,
petroleum, oil, natural gas, asphalt, bituminous rock and any and all
other mineral and hydrocarbon substances, and any and all products or
by-products which may be derived from such substances, or any of them;
and for all or any of such purposes to acquire, own, lease, operate or
otherwise deal in or with oil or gas wells, tanks, storage facilities,
gathering systems, pipelines, processing plants, mines, refineries,
smelters, crushers, mills, wharves, watercraft, aircraft, tank cars,
communication systems, machinery, equipment and any and all other
kinds and types of real or personal property that may in anywise be
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deemed necessary, convenient or advisable in connection with the
carrying on of such business or any branch thereof.
To acquire, own, store, transport, buy and sell salt brine and
other mineral solutions and sand and clay for the manufacture and sale
of clay products.
To buy, exchange, contract for, lease, and in any and all other
ways, acquire, take, hold and own, and to deal in, sell, mortgage,
lease or otherwise dispose of real property, and rights and interests
in and to real property, and to manage, operate, maintain, improve,
and develop the same.
To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of,
trade, deal in and deal with machinery, equipment, pipe, appliances,
building materials, goods, wares and merchandise and personal property
of every class and description.
To acquire, and pay for in cash, stock, or bonds of the
corporation or otherwise, the good will, rights, assets and property,
and to undertake or assume the whole or any part of the obligations or
liabilities, of any person, firm, association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in
respect of, mortgage or otherwise dispose of letters patent of the
United States or any foreign country, patent rights, licenses and
privileges, inventions, improvements and processes, copyrights,
trademarks and trade-names, relating to or useful in connection with
any business of this corporation.
To acquire by purchase, subscription or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer,
mortgage, pledge or otherwise dispose of or deal in or with any of the
shares of capital stock, or any voting trust certificates in respect
of shares of capital stock, or any scrip, warrants, rights, bonds,
debentures, notes, trust receipts, obligations, evidences of
indebtedness or interest or other securities or choses in action,
issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private,
or by the government of the United States of America, or by any
foreign government, or by any state, territory, province, municipality
or other political subdivision or by any governmental agency, and as
owner thereof to possess and exercise all the rights, powers and
privileges of ownership, including the right to execute consents and
vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and
enhancement in value thereof.
To enter into, make and perform contracts of every kind and
description with any person, firm, association, corporation,
municipality, county, state, body politic or government or colony or
dependency thereof.
To borrow or raise moneys for any of the purposes of the
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corporation and, from time to time, without limit as to amount, to
draw, make, accept, endorse, execute and issue promissory notes,
drafts, bills of exchange, warrants, bonds, debentures and other
negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the
interest thereon by mortgage upon or pledge, conveyance or assignment
in trust of the whole or any part of the property of the corporation,
whether at the time owned or thereafter acquired, or by assignment of
the proceeds, applicable to the corporation's interest, in any and all
oil, gas and other hydrocarbons or minerals produced from any
properties in which the corporation may own any interest, or by
assignment of any moneys owing or to be owing to the corporation, or
otherwise and to sell, pledge or otherwise dispose of such bonds or
other obligations of the corporation for its corporate purposes.
To buy, sell or otherwise deal in notes, open accounts, and other
similar evidences of debt, or to loan money and take notes, open
accounts, and other similar evidences of debt as collateral security
therefor.
To purchase, hold, sell and transfer the shares of its own
capital stock; provided it shall not use its funds or property for the
purchase of its own shares of capital stock when such use would cause
any impairment of its capital except as otherwise permitted by law,
and provided further that shares of its own capital stock belonging to
it shall not be voted upon directly or indirectly.
To have one or more offices, to carry on all or any of its
operations and business and, without restriction or limit as to
amount, to purchase or otherwise acquire, hold, own, mortgage, sell,
convey or otherwise dispose of real and personal property of every
class and description in any of the States, Districts, Territories or
Colonies of the United States, and in any and all foreign countries,
subject to the laws of such State, District, Territory, Colony or
Country.
In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the
laws of Delaware upon corporations formed under the act hereinafter
referred to, and to do any or all of the things hereinbefore set forth
to the same extent as natural persons might or could do; provided,
however, that nothing herein contained shall be deemed to authorize
this corporation to carry on within the State of Delaware any public
utility business.
The objects and purposes specified in the foregoing clauses
shall, except where otherwise expressed, be in nowise limited or
restricted by reference to, or inference from, the terms of any other
clause in this certificate of incorporation, but the objects and
purposes specified in each of the foregoing clauses of this article
shall be regarded as independent objects and purposes.
FOURTH: The total number of shares of all classes of stock which the
corporation shall have authority to issue is forty million (40,000,000)
shares, divided into ten million (10,000,000) shares of Preferred Stock, of
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the par value of one dollar ($1.00) per share (herein called "Preferred
Stock"), and thirty million (30,000,000) shares of Common Stock, of the par
value of one dollar per share (herein called "Common Stock").
The following is a statement of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof, of the classes of stock of the corporation:
I.
1. The Preferred Stock may be issued in one or more series. The
designations, powers, preferences and relative, participating,
optional, and other special rights, and the qualifications,
limitations and restrictions thereof, of the Preferred Stock of each
series shall be such as are stated and expressed herein and to the
extent not stated and expressed herein, shall be such as may be fixed
by the Board of Directors (authority so to do being hereby expressly
granted) and stated and expressed in a resolution or resolutions
adopted by the Board of Directors providing for the issue of Preferred
Stock of such series. Such resolution or resolutions shall (a)
specify the series to which such Preferred Stock shall belong, (b) fix
the dividend rate therefor, (c) fix the amount which the holders of
the Preferred Stock of such series shall be entitled to be paid in the
event of a voluntary or involuntary liquidation, dissolution or
winding up of the corporation, (d) state whether or not the Preferred
Stock of such series shall be redeemable and at what times and under
what conditions and the amount or amounts payable thereon in the event
of redemption; and may, in a manner not inconsistent with the
provisions of this Article Fourth, (i) limit the number of shares of
such series which may be issued, (ii) provide for a sinking fund for
the purchase or redemption or a purchase fund for the purchase of
shares of such series and the terms and provisions governing the
operation of any such fund and the status as to reissuance of shares
of Preferred Stock purchased or otherwise re-acquired or redeemed or
retired through the operation thereof, (iii) grant voting rights to
the holders of shares of such series, (iv) impose conditions or
restrictions upon the creation of indebtedness of the corporation or
upon the issue of additional Preferred Stock or other capital stock
ranking equally therewith or prior thereto as to dividends or
distributions of assets on liquidation, (v) impose conditions or
restrictions upon the payment of dividends upon, or the making of
other distributions to, or the redemption, purchase or acquisition of
shares of capital stock ranking junior to the Preferred Stock as to
dividends or distribution of assets upon liquidation (referred to in
this Article Fourth as "junior stock"), (vi) grant to the holders of
the Preferred Stock of such series the right to convert such stock
into other shares of the corporation, and (vii) grant such other
special rights to the holders of shares of such series as the
directors may determine. The term "fixed for such series" and similar
terms shall mean stated and expressed in this Article Fourth or in a
resolution or resolutions adopted by the Board of Directors providing
for the issue of Preferred Stock of the series referred to.
2. The holders of the Preferred Stock of the respective series
shall be entitled to receive, when and as declared by the Board of
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Directors, out of any funds legally available therefor, cumulative
preferential dividends in cash, at the rate per annum fixed for such
series, and no more, payable quarter-yearly on the first days of
February, May, August and November to stockholders of record on a
date, not exceeding fifty days preceding each such dividend payment
date fixed for the purpose by the Board of Directors in advance of
payment of each particular dividend. Dividends on shares of the
Preferred Stock shall accrue from the dividend payment date
immediately preceding the date of issuance (unless the date of
issuance shall be a dividend payment date, in which case they shall
accrue from that date), or from such other date or dates as may be
fixed by the Board of Directors for any series, and shall be
cumulative.
3. Except as by law expressly provided and except as may be
provided for any series of Preferred Stock by the resolution of the
Board of Directors providing for the issuance thereof as herein
permitted, the Preferred Stock shall have no right or power to vote on
any question or in any proceeding or to be represented at or to
receive notice of any meeting of stockholders.
4. Preferred Stock redeemed or otherwise retired by the
corporation shall assume the status of authorized but unissued
preferred stock and may thereafter, subject to the provisions of this
Article Fourth and of any restrictions contained in any resolution of
the Board of Directors providing for the issue of any particular
series of Preferred Stock, be reissued in the same manner as other
authorized but unissued Preferred Stock:
II.
Subject to and on the conditions set forth in any resolution of
the Board of Directors providing for the issuance of any particular
series of Preferred Stock, and not otherwise, such dividends (payable
in cash, stock or otherwise) as may be determined by the Board of
Directors may be declared and paid on the Common Stock from time to
time out of any funds legally available therefor.
The holders of the Common Stock shall be entitled to one vote for
each share held at all meetings of the stockholders of the
corporation.
FIFTH: The minimum amount of capital with which the corporation will
commence business is $1,000.
SIXTH: The names and places of residence of the incorporators are as
follows:
Names Residences
H. K. Webb Wilmington, Delaware
H. C. Broadt Wilmington, Delaware
A. D. Atwell Wilmington, Delaware
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SEVENTH: The corporation is to have perpetual existence.
EIGHTH: The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.
NINTH: No holder of stock of the corporation of any class authorized
hereby or which may hereafter be authorized, or any series of any such
class, shall as such holder and because of his ownership of such stock have
any preemptive or other right to purchase or subscribe for any shares of
stock of the corporation of any class, or of any series of any class, or
for any notes, debentures, bonds, obligations or instruments which the
corporation may issue or sell that are convertible into or exchangeable for
or entitle the holders thereof to subscribe for or purchase any shares of
stock of the corporation of any class, or of any series of any class. Any
part of the stock of the corporation and any part of any notes, debentures,
bonds, obligations, or instruments convertible into or carrying options or
warrants to purchase stock of the corporation of any class authorized
hereby, or which may hereafter be authorized, may at any time be issued,
optioned for sale and sold or otherwise disposed of pursuant to resolutions
of the Board of Directors to such persons, upon such terms and conditions
and for such lawful consideration, as may to the Board of Directors seem
proper and advisable, without first offering said stock or such other
securities, or any part thereof, to any holders of stock of the
corporation.
TENTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon
the real and personal property of the corporation.
To set apart out of any of the funds of the corporation available
for dividends a reserve or reserves for any proper purpose and to
abolish any such reserve in the manner in which it was created.
By resolution or resolutions passed by a majority of the whole
Board to designate one or more committees, each committee to consist
of two or more of the directors of the corporation, which, to the
extent provided in said resolution or resolutions or in the by-laws of
the corporation, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the
corporation, and may have power to authorize the seal of the
corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be stated
in the by-laws of the corporation or as may be determined from time to
time by resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the holders of
a majority of the stock issued and outstanding having voting power
given at a stockholders' meeting duly called for that purpose, or when
authorized by the written consent of the holders of a majority of the
voting stock issued and outstanding, to sell, lease or exchange all of
the property and assets of the corporation, including its good will
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and its corporate franchises, upon such terms and conditions and for
such consideration, which may be in whole or in part shares of stock
in, and/or other securities of, any other corporation or corporations,
as its Board of Directors shall deem expedient and for the best
interests of the corporation.
ELEVENTH: No contract or other transaction between the corporation and any
other corporation shall be affected or invalidated by the fact that any one
or more of the directors of this corporation is or are interested in or is
or are a director or directors or officer or officers of such other
corporation, and no contract or other transaction between the corporation
and any other person or firm shall be affected or invalidated by the fact
that any one or more directors of this corporation is a party to, or are
parties to, or interested in, such contract or transaction; provided that
in each such case the nature and extent of the interest of such director or
directors in such contract or other transaction and/or the fact that such
director or directors is or are a director or directors or officer or
officers of such other corporation is disclosed at the meeting of the Board
of Directors at which such contract or other transaction is authorized.
TWELFTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application
in a summary way of this corporation or of any creditors or stockholders
thereof, or on the application of any receiver or receivers appointed for
this corporation under the provisions of section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this corporation under the provisions
of section 279 of Title 8 of the Delaware Code order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as
the case may be, agree to any compromise or arrangement and to any
reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been
made, be binding on all the.creditors or class of creditors, and/or on all
the stockholders or class of stockholders, of this corporation, as the case
may be, and also on this corporation.
THIRTEENTH: Meetings of stockholders may be held without the State of
Delaware, if the by-laws so provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside of the
State of Delaware at such place or places as may be from time to time
designated by the Board of Directors or in the by-laws of the corporation.
FOURTEENTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation.
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FIFTEENTH: To the fullest extent permitted by the General Corporation Law
of the State of Delaware as the same exists or may hereafter be amended, a
director of the corporation shall not be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as director.
Any repeal or modification of this Article shall not result in any
liability for a director with respect to any action or omission occurring
prior to such repeal or modification.
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