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
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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 deemed necessary,
convenient or advisable in connection with the carrying on of such
business or any branch thereof.
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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
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
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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 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:
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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 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
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(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
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
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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 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
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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.
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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