EXHIBIT 10.185
AMENDMENT NO. 3 TO
LIMITED LIABILITY COMPANY AGREEMENT
Amendment No. 3 dated as of April 24, 1998 ("Amendment No. 3") to
the Limited Liability Company Agreement made and entered into on October
28, 1996 (the "Agreement") by and between Conoco Development Company
(sometimes referred to as "Conoco") and RB Deepwater Exploration Inc.
(sometimes referred to as "Reading & ▇▇▇▇▇").
For and in consideration of the mutual covenants, rights, and
obligations contained herein, the benefits to be derived therefrom, and
other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Members hereby agree to amend the
Agreement, effective as of the first date shown above, as follows:
A. Definitions. Unless otherwise defined in this Amendment,
capitalized terms shall have the respective meanings ascribed to them in
the Agreement.
B. Amendments to the Agreement. The Agreement is amended as
follows:
1. All references in the Agreement to "Reading & ▇▇▇▇▇
Corporation" shall be deleted, and "R&B Falcon Corporation"
substituted therefor.
2. The form of Indemnification Agreement, with respect to Reading
& ▇▇▇▇▇, shall be deleted, and in lieu thereof, the attached
form of Indemnification Agreement shall be substituted
therefor.
C. Full Force and Effect. Except as otherwise amended above, the
Agreement shall remain in full force and effect.
D. Further Assurances. Reading & ▇▇▇▇▇ and Conoco agree to duly
execute and deliver all other documents and take such other action as may
be reasonably necessary and proper to effect the intention of the parties
in connection with this Amendment No. 3 and the transactions contemplated
thereby.
EXECUTED as of the 24th day of April, 1998.
MEMBERS
CONOCO DEVELOPMENT COMPANY
By:_________________________
Its:________________________
RB DEEPWATER EXPLORATION INC.
By:_________________________
▇▇▇ ▇. ▇▇▇▇▇
Its: Vice President and Treasurer
STATE OF TEXAS )
) SS
COUNTY OF ▇▇▇▇▇▇ )
BEFORE me, , a Notary Public, on this day
personally appeared ,
, of Conoco Development Company, a corporation, known to me to be the
person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed said instrument for the purposes and
consideration therein expressed.
Given under my hand and seal of office this day of June, 1998
in Houston, Texas.
My commission expires: _____________________
Notary Public
STATE OF TEXAS )
) SS
COUNTY OF ▇▇▇▇▇▇ )
BEFORE me, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a Notary Public, on this day
personally appeared ▇▇▇ ▇. ▇▇▇▇▇, Vice President and Treasurer, of RB
Deepwater Exploration Inc., a corporation, known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to
me that he executed said instrument for the purposes and consideration
therein expressed.
Given under my hand and seal of office this 24th day of June, 1998
in Houston, Texas.
My commission expires: _____________________
Notary Public