SECOND RESTATED CERTIFICATE OF INCORPORATION
OF
VASTAR RESOURCES, INC.
(Originally incorporated on September 27, 1993
under the name ARCO Southwest, Inc.)
ARTICLE I
Name
The name of the Company is VASTAR RESOURCES, INC.
ARTICLE II
Address and Registered Agent
The address of the Company's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street,
Wilmington, County of New Castle, Delaware 19801. The name of
the registered agent at such address is The Corporation Trust
Company.
ARTICLE III
Description of Business
The purpose of the Company is to engage in any lawful act or
activity for which corporations may be organized under the
General Corporation Law of the State of Delaware, provided,
however, that if the Company shall engage, directly or indirectly
through one or more subsidiaries or affiliates, in business
activities ("Other Business Activities") other than business
activities (i) in the forty-eight contiguous States of the United
States of America (including contiguous ocean areas and waterways
and the Gulf of Mexico) consisting of exploring and drilling for,
and acquiring, developing, producing, gathering, processing,
storing, transporting, marketing, selling and trading in and
providing services relating to crude oil, natural gas, condensate,
natural gas liquids and other hydrocarbons, gases and by-products
associated therewith, electricity, steam, coal and other energy
products and the by-products associated therewith, (ii) in Mexico and
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Canada (including contiguous ocean areas and waterways)
consisting of the acquiring, storing, transporting, marketing,
selling and trading in and providing services relating to crude
oil, natural gas, condensate, natural gas liquids and other
hydrocarbons, gases and by-products associated therewith,
electricity, steam, coal and other energy products and the by-
products associated therewith and (iii) ancillary to the
foregoing activities and the acquisition and disposition of
properties, rights and interests for the foregoing activities
and, as a result of such Other Business Activities, as reported
in the audited and unaudited annual and quarterly financial
statements of the Company or recorded in books, records and
worksheets underlying such financial statements, during each of
any four (4) consecutive quarterly periods:
(x)the gross revenues of the Company derived from Other
Business Activities during such quarterly period shall
exceed three (3) percent of the aggregate gross revenues
of the Company derived from all of its business
activities during such quarterly period; or
(y)the aggregate of the operating expense and the
exploration expense of the Company in such Other
Business Activities during such quarterly period shall
exceed three (3) percent of the aggregate of the
operating expense and exploration expense of the Company
in all of its business activities during such quarterly
period; or
(z)the capital expenditures of the Company in such Other
Business Activities during such quarterly period shall
exceed three (3) percent of the aggregate of the capital
expenditures of the Company in all of its business
activities during such quarterly period;
then, in such event, the Company promptly after the
publication by the Company of its financial statements which
reflect (or the books, records or worksheets for such financial
statements which reflect) that any of the foregoing percentage
tests has not been met shall, except to the extent theretofore
committed by it, cease and refrain from any acquisition by it of
business opportunities, properties, leases, rights or interests
which comprise, include or represent Other Business Activities
until such time as none of the foregoing percentage tests, as
reflected in the Company's financial statements (or such books,
records and worksheets), shall have been exceeded during two (2)
consecutive quarterly periods; and
provided, further, that the Company shall not at any time
acquire a controlling interest in any business entity if any of
(i) the gross revenues, (ii) the aggregate of the operating
expense and exploration expense, or (iii) the capital expense of
such entity, as reported in such entity's most recent audited or
unaudited quarterly financial statements (or recorded in books,
records or worksheets underlying such financial statements),
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derived from or expended in Other Business Activities would
respectively exceed three (3) percent of the gross revenues, the
aggregate of the operating expense and exploration expense, or
the capital expense of the Company, as the case may be, during
the same quarterly period as reported in the Company's most
recent audited or unaudited financial statements (or recorded in
books, records or worksheets underlying such financial
statements).
ARTICLE IV
Capital Stock
A. Authorized Shares
The aggregate number of shares of Capital Stock which the
Company shall have authority to issue is one hundred thirty
million (130,000,000) shares ("Capital Stock"), to be divided
into two classes consisting of:
1. Twenty million (20,000,000) shares of Preferred Stock of
the par value of One Cent ($0.01) each (hereinafter
sometimes called "Preferred Stock"); and
2. One hundred ten million (110,000,000) shares of Common
Stock of the par value of One Cent ($0.01) each
(hereinafter sometimes called "Common Stock").
The following is a description of each class of Capital
Stock and a statement of the preferences, qualifications,
privileges, limitations, restrictions, and other special or
relative rights granted to or imposed upon the shares of each
class:
B. Common Stock
Each holder of Common Stock shall have the right to one vote
for each share of Common Stock held of record on the books of the
Company.
C. Preferred Stock
The Board of Directors is authorized, subject to any
limitations prescribed by law or set forth below, to provide for
the issuance of shares of Preferred Stock in series, and by
filing a certificate pursuant to the applicable law of the State
of Delaware, to establish from time to time the number of shares
to be included in each such series, and to fix the designation,
powers, preferences, and rights of the shares of each such series
and any qualifications, limitations or restrictions thereof,
provided, however, that the Board of
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Directors is not authorized to issue any series or share of
Preferred Stock which, in the judgment of the Board of Directors
upon advice of legal counsel, would constitute "stock" as defined
by Subsection 1504(a)(4) of the United States Internal Revenue
Code, as amended from time to time (or any successor or
additional section of the Internal Revenue Code dealing with the
treatment of stock for purposes of determining whether a
consolidated return may be filed) and any regulations issued
thereunder. The number of authorized shares of Preferred Stock
may be increased or decreased (but not below the number of shares
thereof then outstanding) by the affirmative vote of the holders
of Capital Stock of the Company entitled to vote thereon having a
majority of the votes entitled to be cast, without a vote of the
holders of the Preferred Stock, or of any series thereof, unless
a vote of any such holders is required pursuant to the
certificate or certificates establishing the series of Preferred
Stock.
ARTICLE V
Annual and Special Meetings of Stockholders; Action by Consent
Any action required or permitted to be taken by the holders
of the Capital Stock of the Company may be effected at a duly
called annual or special meeting of such holders or by a consent
in writing by the holders of such number of shares as may be
required to take such action. Except as otherwise required by
law, special meetings of stockholders of the Company may be
called only by the holders of a majority of the Capital Stock
issued and outstanding and entitled to vote at such meeting or by
the Board of Directors pursuant to a resolution approved by a
majority of the entire Board of Directors or by the Chairman of
the Board. Proposals of business to be considered by the
stockholders at any annual or special meeting of stockholders
shall be made as provided in the By-Laws or as the Board of
Directors otherwise may direct.
ARTICLE VI
Directors
A. The number of the directors of the Company shall be
fixed from time to time by or pursuant to the By-Laws of the
Company. Nominations of persons for election to the Board of
Directors shall be made as provided in the By-Laws of the
Company, or as the Board of Directors otherwise may provide.
B. Except as otherwise provided by the By-Laws, by the
Board of Directors or by law, newly created directorships
resulting from any increase in the number of directors or any
vacancy on the Board of Directors resulting from death, resignation,
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disqualification, removal or other cause shall be filled solely
by the affirmative vote of a majority of the remaining directors
then in office, even though less than a quorum of the Board of
Directors, or by a sole remaining director and not by the
stockholders. A decrease in the number of directors constituting
the Board of Directors shall not shorten the term of any
incumbent director.
C. The Board of Directors shall have the power to adopt,
amend and repeal By-Laws of the Company.
ARTICLE VII
Directors' Liability
To the fullest extent permitted by the General Corporation
Law of Delaware as the same exists or may hereafter be amended, a
director of the Company shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as
a director. If the General Corporation Law of Delaware is
amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability
of a director of the Company shall be eliminated or limited to
the fullest extent permitted by the General Corporation Law of
Delaware, as so amended. Any repeal or modification of this
Article VII by the stockholders of the Company shall not
adversely affect any right or protection of a director of the
Company existing at the time of such repeal or modification or
with respect to events occurring prior to such time.
Notwithstanding anything contained in this Certificate to the
contrary, the affirmative vote of the holders of not less than
66 2/3 percent of all votes entitled to be cast by the holders of
Capital Stock of the Company shall be required to amend or repeal
this Article VII or to adopt any provision inconsistent herewith.
ARTICLE VIII
Contractual Relations with Substantial Stockholder
The Company anticipates that (i) Atlantic Richfield Company,
a Delaware corporation ("ARCO"), will be and will remain a
substantial stockholder of the Company, (ii) ARCO will continue
to file a consolidated federal income tax return that includes
the Company within its "affiliated group", (iii) ARCO and the
Company may engage in the same or similar activities or lines of
business in the same geographic areas and may each have an
interest in the same business opportunities and (iv) the Company
and ARCO will maintain continued intercompany corporate and
business relations (including the provision of administrative and
other services and the service of officers and directors of
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ARCO as officers and directors of the Company). In connection
with the initial contribution of business properties by ARCO to
the Company and as a prerequisite to the Company's initial sale
of the Company's Common Stock to holders other than ARCO, ARCO
requires contractual agreement with the Company as to the
allocation of business opportunities between ARCO and its
subsidiaries and affiliates and the Company and its subsidiaries
and affiliates and as to the continuation of the Company within
ARCO's "affiliated group," as referred to in clause D(iii) of
this Article. In order to accommodate each of the foregoing, the
Company and ARCO have agreed as follows:
A. Any person purchasing or otherwise acquiring any
interest in shares of Capital Stock of the Company shall be
deemed to have notice of and to have consented to the contractual
relationships between the Company and ARCO provided for in this
Article VIII.
B. ARCO and the Company, subject to any agreement pursuant
to Section C of this Article VIII, may (i) engage in the same or
similar activities or lines of business, (ii) do business with
the same customers and suppliers or (iii) employ or otherwise
engage any person as a director, officer, employee or agent.
C. Any business opportunity that is communicated to, or
otherwise comes to the attention of, any director or officer of
the Company or of ARCO may potentially be of interest to either
or both companies or their respective subsidiaries or affiliates.
The Company and ARCO may agree upon a method for allocating such
business opportunities among them and their respective
subsidiaries and affiliates.
D. The Company and ARCO may enter into and from time to
time amend and revise agreements for (i) the provision of
administrative and other services by each company and its
subsidiaries and affiliates to the other and its subsidiaries and
affiliates, (ii) the preparation and filing of consolidated tax
returns and the allocation between ARCO and the Company of the
financial burdens and benefits of tax liabilities, credits and
the like, (iii) the grant to ARCO of options to acquire Capital
Stock of the Company from time to time for the purpose of
allowing ARCO to include the Company and its subsidiaries as part
of ARCO's "affiliated group" under United States Internal Revenue
Code provisions and rules and regulations thereunder, as
supplemented and amended, and (iv) the allocation between the
Company and ARCO, and provision of indemnities with respect to,
liabilities arising in the business and affairs of ARCO and the
Company whether arising prior to, at the time of, or subsequent
to the formation of the Company.
E. For purposes of this Article VIII, "ARCO" shall include
all successors to Atlantic Richfield Company by way of merger,
consolidation or sale of all or substantially all of its assets.
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* * * *
IN WITNESS WHEREOF, this Second Restated Certificate of
Incorporation, 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 the provisions of the Certificate of
Incorporation of this Corporation as heretofore amended or
supplemented and the provisions of this Second Restated
Certificate of Incorporation. This Second Restated Certificate
of Incorporation, having been duly adopted in accordance with
sections of the General Corporation Law of the State of Delaware,
has been accepted by its Vice President, General Counsel and
Secretary and attested by its Associate Secretary on this 15th
day of May, 1996.
VASTAR RESOURCES, INC.
By: /S/ ALBERT D. HOPPE
--------------------------
Albert D. Hoppe
Vice President, General Counsel
and Secretary
ATTEST:
By: /S/ JONATHAN D. EDELFELT
----------------------------
Jonathan D. Edelfelt
Associate Secretary
[SEAL]
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