EXHIBIT 10.186
AMENDMENT NO. 4 TO
LIMITED LIABILITY COMPANY AGREEMENT
Amendment No. 4 dated as of August 7, 1998 ("Amendment No. 4") 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 RBF Deepwater Exploration Inc.
(formerly known as RB Deepwater Exploration Inc. and 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. The Agreement is amended as follows:
1. All references in the Agreement to "RB Deepwater Exploration Inc."
are amended to read "RBF Deepwater Exploration Inc."
2. Section 5.1 is amended and restated to read as follows:
"5.1 Initial Contributions. Each Member agrees that it will make
an equal initial equity contribution to the Company of $15,750,000
($31,500,000 in the aggregate by Conoco and Reading & ▇▇▇▇▇). The
equal initial equity contributions represent the Sharing Ratios of
Conoco and Reading & ▇▇▇▇▇, and payment shall be made to the Company
by such Members on the earlier of (i) on [September 30, 2008], (ii)
with the prior written approval of the Member's Committee, on
demand, in whole or in part, or (iii) as provided in the promissory
notes referred to in the next succeeding sentence. In order to
secure its obligation to make such initial equity contribution, each
Member agrees upon execution of Amendment No. 4 to this Agreement
(and upon surrender to such Member that certain promissory note
dated October 28, 1996 in the amount of $22,000,000) it will deliver
to the Company a demand promissory note in favor of the Company for
$15,750,000, each such demand promissory note to call for a partial
payment in cash of $2,500,000 on September 30, 1998 and to allow the
Company to make demands contemporaneously to each of the Members for
equal payments of such notes thereafter until maturity. Such
promissory notes shall be in the form attached as Exhibit "E" to
Amendment No. 4 to this Agreement and shall be payable as provided
therein. It is understood and agreed by the Members that any and
all payments of such initial equity contribution, in whole or in
part, by a Member shall contemporaneously reduce the principal of
that Member's promissory note referred to in this Section 5.1 by the
same amounts, and likewise any and all payments made by a Member
with respect to any demands made with respect to such Member's
promissory note shall contemporaneously be credited against such
Member's obligation to make its initial equity contribution under
this Section 5.1.
3. Section 8.1(b)(ii) is amended and restated to read as follows:
"(ii)to approve (w) the commencement by the Company of any case,
proceeding or other action under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization, arrangement, winding-up, liquidation,
dissolution, composition or other relief with respect to the Company
or its debts; (x) the seeking of the appointment of a receiver,
trustee, custodian or other similar official for the Company or for
all or any substantial part of its property; (y) the filing by the
Company of any voluntary petition in bankruptcy or any answer
seeking reorganization in a proceeding under any bankruptcy,
insolvency or similar laws or any answer admitting the material
obigations of a petition filed against the Company in any such
proceeding; or (z) if the Company becomes a debtor-in possession
under applicable bankruptcy laws, to approve any rejection of the
Drilling Contract by the Company."
4. Exhibit "E" of the Agreement is deleted, and Exhibit "E" attached
hereto is 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. 4 and the transactions contemplated
thereby.
EXECUTED as of the __th day of August, 1998.
MEMBERS
CONOCO DEVELOPMENT COMPANY
By:__________________________
Its:_________________________
RBF 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 August,
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 RBF
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 __th day of August, 1998
in Houston, Texas.
My commission expires: _____________________
Notary Public