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EXHIBIT 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
ENERGY PARTNERS, LTD.
Energy Partners, Ltd., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:
FIRST: The original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on January 29,
1998.
SECOND: This Restated Certificate of Incorporation was duly adopted in
accordance with Section 245 of the General Corporation Law of the State of
Delaware (the "Delaware General Corporation Law"), and was duly adopted by the
holders of the outstanding common stock of the Corporation, acting by written
consent pursuant to Section 228 of the Delaware General Corporation Law, and
restates and integrates and further amends the provisions of the Certificate of
Incorporation of the Corporation, as heretofore amended.
THIRD: The text of the Certificate of Incorporation of the Corporation
as heretofore amended hereby is restated to read in its entirety as follows:
1. The name of the Corporation is: Energy Partners, Ltd.
2. The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of the Corporation's registered agent is The Corporation Trust Company.
3. The nature of the business or purpose to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the Delaware General Corporation Law. The Corporation shall have
all power necessary or helpful to engage in such acts or activities.
4. A. The Corporation shall be authorized to issue a total of
1,720,000 shares of capital stock divided into classes as follows:
(i) Twenty thousand (20,000) shares of Common Stock, no par value
("Common Stock"), and
(ii) One million seven hundred thousand (1,700,000) shares of
Preferred Stock, par value $1.00 per share ("Preferred Stock").
B. Shares of Preferred Stock may be issued from time to time in one
or more series as may from time to time be determined by the Board of Directors
of the Corporation (the "Board"), each of said series to be distinctly
designated. The voting powers,
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preferences and relative, participating, optional and other special rights, and
the qualifications, limitations or restrictions thereof, if any, of each such
series may differ from those of any and all other series of Preferred Stock at
any time outstanding, and the Board is hereby expressly granted authority to fix
or alter, by resolution or resolutions, the designation, number, voting powers,
preferences and relative, participating, optional and other special rights, and
the qualifications, limitations and restrictions thereof, of each such series,
including, but without limiting the generality of the foregoing, the following:
(i) The distinctive designation of, and the number of shares of
Preferred Stock that shall constitute, such series, which number (except
where otherwise provided by the Board in the resolution establishing such
series) may be increased (but not above the total number of authorized
shares of the class) or decreased (but not below the number of shares of
such series then outstanding) from time to time by action of the Board;
(ii) The rights in respect of dividends, if any, of such series
of Preferred Stock, the extent of the preference or relation, if any, of
such dividends to the dividends payable on any other class or classes or
any other series of the same or other class or classes of capital stock of
the Corporation, and whether or in what circumstances such dividends shall
be cumulative;
(iii) The right, if any, of the holders of such series of
Preferred Stock to convert the same into, or exchange the same for, shares
of any other class or classes or of any other series of the same or any
other class or classes of capital stock or other securities of the
Corporation or any other person, and the terms and conditions of such
conversion or exchange;
(iv) Whether or not shares of such series of Preferred Stock
shall be subject to redemption, and, if so, the terms and conditions of
such redemption (including whether such redemption shall be optional or
mandatory), including the date or dates or event or events upon or after
which they shall be redeemable, and the amount and type of consideration
payable upon redemption, which may vary under different conditions and at
different redemption dates;
(v) The rights, if any, of the holders of such series of
Preferred Stock upon the voluntary or involuntary liquidation, dissolution
or winding-up of the Corporation or in the event of any merger or
consolidation of or sale of assets by the Corporation;
(vi) The terms of any sinking fund or redemption or purchase
account, if any, to be provided for shares of such series of the Preferred
Stock;
(vii) The voting powers, if any, of the holders of any series of
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Preferred Stock generally or with respect to any particular matter, which
may be less than, equal to or greater than one vote per share, and which
may, without limiting the generality of the foregoing, include the right,
voting as a series by itself or together with the holders of any other
series of Preferred Stock or all series of Preferred Stock as a class, to
elect one or more directors of the Corporation generally or under such
specific circumstances and on such conditions, as shall be provided in the
resolution or resolutions of the Board adopted pursuant hereto, including,
without limitation, in the event there shall have been a default in the
payment of dividends on or redemption of any one or more series of
Preferred Stock; and
(viii) Any other powers, preferences and relative, participating,
optional or other rights, and qualifications, limitations or restrictions
of shares of such series of Preferred Stock.
C. (i) After the provisions with respect to preferential
dividends on any series of Preferred Stock (fixed in accordance with the
provisions of Paragraph B of this article), if any, shall have been
satisfied and after the Corporation shall have complied with all the
requirements, if any, with respect to redemption of, or the setting aside
of sums as sinking funds or redemption or purchase accounts with respect
to, any series of Preferred Stock (fixed in accordance with the provisions
of Paragraph B of this article), and subject further to any other
conditions that may be fixed in accordance with the provisions of Paragraph
B of this article, then and not otherwise the holders of Common Stock shall
be entitled to receive such dividends as may be declared from time to time
by the Board.
(ii) In the event of the voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, after distribution in full of
the preferential amounts, if any (fixed in accordance with the provisions
of Paragraph B of this article), to be distributed to the holders of
Preferred Stock by reason thereof, the holders of Common Stock shall,
subject to the additional rights, if any (fixed in accordance with the
provisions of Paragraph B of this article), of the holders of any
outstanding shares of Preferred Stock, be entitled to receive all of the
remaining assets of the Corporation, tangible and intangible, of whatever
kind available for distribution to stockholders ratably in proportion to
the number of shares of Common Stock held by them respectively.
(iii) Except as may otherwise be required by law, each holder of
Common Stock shall have one vote in respect of each share of Common Stock
held on all matters voted upon by the stockholders.
(iv) The authorized number of shares of Common Stock and of
Preferred Stock may, without a class or series vote, be increased or
decreased (but not below the number of shares thereof then outstanding)
from time to time by the
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affirmative vote of the holders of a majority of the combined voting power
of the then-outstanding shares of capital stock of the Corporation having
voting rights, voting together as a single class.
D. No stockholder of the Corporation shall by reason of his
holding shares of any class or series of stock of the Corporation have any
preemptive or preferential right to purchase, acquire, subscribe for or
otherwise receive any additional, unissued or treasury shares (whether now or
hereafter acquired) of any class or series of stock of the Corporation now or
hereafter to be authorized, or any notes, debentures, bonds or other securities
convertible into or carrying any right, option or warrant to purchase, acquire,
subscribe for or otherwise receive shares of any class or series of stock of the
Corporation now or hereafter to be authorized, whether or not the issuance of
any such shares, or such notes, debentures, bonds or other securities, would
adversely affect the dividends or voting or other rights of such stockholder,
and the Board may issue or authorize the issuance of shares of any class or
series of stock of the Corporation, or any notes, debentures, bonds or other
securities convertible into or carrying rights, options or warrants to purchase,
acquire, subscribe for or otherwise receive shares of any class or series of
stock of the Corporation, without offering any such shares of any such class,
either in whole or in part, to the existing stockholders of any class.
E. Cumulative voting of shares of any class or series of
capital stock of the Corporation having voting rights is not permitted.
5. Elections of directors of the Corporation need not be by
written ballot unless the Bylaws of the Corporation so provide.
6. The Corporation shall be managed by or under the direction of
the Board of Directors which shall exercise all powers conferred under the laws
of Delaware.
7. In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to adopt the Bylaws
of the Corporation and to amend or repeal any provision thereof, except a
provision adopted by the stockholders and declared as part of such adoption to
be amendable or repealable only by the stockholders, subject to the Board of
Director voting requirements set forth in the Bylaws of the Corporation.
8. The Bylaws of the Corporation may contain, or the holders of
any or all of the shares of stock in the Corporation may agree among themselves
or with the Corporation to, any restriction or limitation on the sale, transfer,
assignment, pledge, hypothecation, or registration or transfer of the shares of
stock of the Corporation or any part thereof imposed in a manner permitted by
Section 202 of the Delaware General Corporation Law, or any successor provision
of the laws of Delaware relating to such restrictions or limitations, and the
Corporation shall thereupon observe and carry out on its part the terms of any
such restriction or limitation and shall refuse to recognize any sale, transfer,
assignment, pledge, hypothecation, or registration of transfer of any of the
shares of stock covered by such restriction or limitation unless the same be
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in conformity with the terms and conditions of such restriction or limitation,
provided that notice of the existence of such restriction or limitation be noted
conspicuously on the face or back of each certificate representing shares
subject to the terms and conditions of such restriction or limitation.
9. The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may hereafter be amended. No amendment or
repeal of this paragraph shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with respect to any
act or omission on the part of such director occurring prior to such amendment
or repeal.
10. The private property, whether real or personal, of directors
and officers of the Corporation shall not be subject to the payment of corporate
debts to any extent whatsoever.
11. The Corporation shall indemnify its directors, officers,
employees and agents to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may hereafter be amended.
12. The Corporation reserves the right to amend or repeal any
provision contained in this Restated Certificate of Incorporation in the manner
now or hereafter prescribed by statute, consistent with this Restated
Certificate of Incorporation and the Bylaws of the Corporation.
IN WITNESS WHEREOF, Energy Partners, Ltd. has caused this
Restated Certificate of Incorporation to be executed on its behalf this 16th day
of November, 1999.
ENERGY PARTNERS, LTD.
By: /s/ RICHARD A. BACHMANN
------------------------------------------
Richard A. Bachmann
President and Chief Executive Officer
Attest:
/s/ JEAN M. STALLARD
-------------------------
Jean M. Stallard, Esq.
Secretary
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