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EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
DIAMOND OFFSHORE DRILLING, INC.
DIAMOND OFFSHORE DRILLING, INC., a corporation duly incorporated by the
filing of its original Certificate of Incorporation with the Secretary of State
of the State of Delaware on April 12, 1989 under the name Majestic Offshore,
Inc. (the "Company"), desiring to integrate into a single instrument all the
provisions of its Restated Certificate of Incorporation now in effect and
operative, and desiring further to amend said Restated Certificate of
Incorporation, such restated Certificate of Incorporation having been duly
adopted in accordance with Section 245 of the General Corporation Law of the
State of Delaware, hereby certifies as follows:
1. Said Restated Certificate of Incorporation is hereby restated,
integrated and further amended to read in its entirety as follows:
FIRST: The name of the corporation is DIAMOND OFFSHORE DRILLING, INC.
(the "Company").
SECOND: Its registered office in the State of Delaware is located at
Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle,
Delaware 19801. The registered agent for the Company is The Corporation Trust
Company, whose address is as stated above.
THIRD: The nature of business and purpose of the Company is to engage
in any lawful act or activity for which corporations may be organized under the
Delaware General Corporation Law, as amended (the "DGCL").
FOURTH: The total number of shares of all classes of capital stock
which the Company shall have authority to issue is 525,000,000 shares,
consisting of
(i) 25,000,000 shares of Preferred Stock, $.01 par value per
share, and
(ii) 500,000,000 shares of Common Stock, $.01 par value per share.
Except as otherwise provided by law, the shares of capital stock of the
Company, regardless of class, may be issued by the Company from time to time in
such amounts, for such lawful consideration and for such corporate purpose(s) as
the Board of Directors may from time to time determine.
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Shares of Preferred Stock may be issued from time to time in one or
more series of any number of shares as may be determined from time to time by
the Board of Directors; provided that the aggregate number of shares issued and
not cancelled of any and all such series shall not exceed the total number of
shares of Preferred Stock authorized by this paragraph FOURTH. Each series of
Preferred Stock shall be distinctly designated. The Board of Directors is hereby
expressly granted authority to fix, in the resolution or resolutions providing
for the issuance of a particular series of Preferred Stock, the voting powers,
if any, of each such series, and the designations, preferences and relative,
participating, optional and other special rights of each such series, and the
qualifications, limitations and restrictions thereof to the fullest extent now
or hereafter permitted by this Restated Certificate of Incorporation and the
laws of the State of Delaware.
Subject to the provisions of applicable law or of the Company's By-Laws
with respect to the closing of the transfer books or the fixing of a record date
for the determination of stockholders entitled to vote, and except as otherwise
provided by law, by this Restated Certificate of Incorporation or by the
resolution or resolutions of the Board of Directors providing for the issuance
of any series of Preferred Stock as aforesaid, the holders of outstanding shares
of Common Stock shall exclusively possess the voting power for the election of
directors of the Company and for all other purposes as prescribed by applicable
law, with each holder of record of shares of Common Stock having voting power
being entitled to one vote for each share of Common Stock registered in his or
its name on the books, registers and/or accounts of the Company.
FIFTH: A director of the Company shall not be personally liable either
to the Company or to any stockholder for monetary damages for breach of
fiduciary duty as a director, except (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, or (ii) for acts or omissions
which are not taken or omitted to be taken in good faith or which involve
intentional misconduct or knowing violation of the law, or (iii) for any matter
in respect of which such director would be liable under Section 174 of Title 8
of the DGCL or any amendment or successor provision thereto, or (iv) for any
transaction from which the director shall have derived an improper personal
benefit. Neither the amendment nor the repeal of this paragraph FIFTH nor the
adoption of any provision of this Restated Certificate of Incorporation
inconsistent with this paragraph FIFTH shall eliminate or reduce the effect of
this paragraph FIFTH in respect of any matter occurring, or any cause of action,
suit or claim that, but for this paragraph FIFTH, would accrue or arise prior to
such amendment, repeal or adoption of an inconsistent provision.
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The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or an officer of the Company
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the fullest extent and in the manner set forth in
and permitted by the DGCL, and any other applicable law, as from time to time in
effect. Such right of indemnification shall not be deemed exclusive of any other
rights to which such director or officer may be entitled apart from the
foregoing provisions. The foregoing provisions shall be deemed to be a contract
between the Company and each director and officer who serves in such capacity at
any time while this paragraph FIFTH and the relevant provisions of the DGCL and
other applicable law, if any, are in effect, and any repeal or modification
thereof shall not affect any rights or obligations then existing with respect to
any state of facts then or theretofore brought or threatened based in whole or
in part upon any such state of facts.
The Company may indemnify any person who was or is threatened to be
made a party to any threatened pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was an employee or agent of the Company, or is or was serving at
the request of the Company, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the extent and in the manner set forth in and
permitted by the DGCL, and any other applicable law, as from time to time in
effect. Such right of indemnification shall not be deemed exclusive of any other
rights to which any such person may be entitled apart from the foregoing
provisions.
SIXTH: The Board of Directors is expressly authorized to amend, alter,
change, adopt or repeal the By-Laws of the Company.
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2. This Restated Certificate of Incorporation has been duly adopted in
accordance with the provisions of sections 242 and 245 of the DGCL, and has been
duly adopted by the stockholders of the Company at a meeting called and held in
accordance with the provisions of Section 222 of the DGCL.
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IN WITNESS WHEREOF, Diamond Offshore Drilling, Inc. has caused
its corporate seal to be hereunto affixed and this certificate to be signed by
Lawrence R. Dickerson, its President and Chief Operating Officer, and attested
to by Richard L. Lionberger, its Vice President, General Counsel and Secretary,
on this 27th day of May, 1998.
DIAMOND OFFSHORE DRILLING, INC.
By: /s/ Lawrence R. Dickerson
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Lawrence R. Dickerson
President and Chief Operating Officer
Attest:
/s/ Richard L. Lionberger
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Richard L. Lionberger
Vice President, General Counsel and Secretary
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