EXHIBIT 3.5
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 02:12 PM 05/23/2003
FILED 02:12 PM 05/23/2003
SRV 030338320 -- 0866817 FILE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
EL PASO PRODUCTION GOM INC.
Pursuant to Section 242 and 245 of the
General Corporation Law of the State of Delaware
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El Paso Production GOM Inc., a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is El Paso Production GOM Inc., (the
"Corporation"). The Corporation was originally incorporated under the name of
Indgo Corp. The original certificate of incorporation was filed with the
Secretary of State of the State of Delaware on January 31, 1979.
2. This Amended and Restated Certificate of Incorporation restates and
amends the Certificate of Incorporation of the Corporation and has been adopted
and approved in accordance with Section 242 and 245 of the General Corporation
Law of the State of Delaware. Stockholder approval of this Amended and Restated
Certificate of Incorporation was given by unanimous written consent of the
stockholders of the Corporation in accordance with Section 228 of the General
Corporation Law of the State of Delaware.
3. The text of the Certificate of Incorporation, as heretofore amended,
is hereby amended and restated to read in its entirety as follows:
FIRST: The name of the Corporation is El Paso Production GOM Inc.
SECOND: The address of the Corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. The name of the registered agent at the above
address is The Corporation Trust Company.
THIRD: The purpose of the Corporation 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 ("GCL").
FOURTH: The total number of shares of stock that the Corporation shall
have authority to issue shall be one Thousand (1,000) shares of Common Stock,
par value One Dollar ($1.00) per share.
Shares of stock of the Corporation whether with or without par value,
of any class or classes hereby or hereafter authorized may be issued by the
Corporation from time to time for such consideration permitted by law as may be
fixed from time to time by the Board of Directors.
FIFTH: Unless required by the by-laws, the election of the Board of
Directors need not be by written ballot.
SIXTH: The Board of Directors shall have the power to make, alter, or
repeal the by-laws of the Corporation, but the stockholders may make additional
by-laws and may alter or repeal any by-law whether or not adopted by them.
SEVENTH: The Corporation shall indemnify its officers and directors to
the full extent permitted by the GCL, as amended from time to time.
EIGHTH: No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, for any act or omission, except that a director may be
liable (i) for breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the GCL, or (iv) for any transaction from which the director derived an improper
personal benefit. If the GCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of the directors shall be eliminated or limited to the fullest extent permitted
by the GCL, as so amended. The elimination and limitation of liability provided
herein shall continue after a director has ceased to occupy such position as to
acts or omissions occurring during such director's term or terms of office. Any
amendment, repeal or modification of this Article Eighth shall not adversely
affect any right of protection of a director of the Corporation existing at the
time of such repeal or modification.
IN WITNESS WHEREOF, EL PASO PRODUCTION GOM INC., has caused this
Amended and Restated Certificate of Incorporation to be signed on its behalf by
its Vice President, this 23rd day of May 2003.
EL PASO PRODUCTION GOM INC.
By: /s/ DAVID L. SIDDALL
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David L. Siddall
Vice President
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