EXHIBIT 10.183
AMENDMENT NO.1 TO
LIMITED LIABILITY COMPANY AGREEMENT
Amendment No. 1 dated as of February 7, 1997 ("Amendment No. 1") 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. Section 3.2 of the Agreement is amended in its entirety to
read:
"3.2 Purposes. The purposes of the Company are (a) to
cause the Drillship to be built and equipped, as described
in Exhibit "A", to take delivery of the Drillship from the
Builder, to operate the Drillship and perform the Drilling
Contract and other drilling and related contracts obtained
by the Company for the Drillship, and to carry out any and
all modifications to the Drillship deemed necessary or
appropriate by the Members Committee (including
modifications to the Drillship which might change the
overall use of same from a mobile offshore drilling unit
to a floating production, storage and offloading vessel),
(b) to obtain the necessary permanent and construction
financing [it being understood and agreed that with
respect to the construction financing Conoco or an
Affiliate of Conoco shall provide the necessary cost
overrun guaranties in a form acceptable to Conoco or its
Affiliate and the Company (such construction financing
meeting such other conditions as Conoco or its Affiliate
and the Company may require) to support such financing for
the Company from third parties (without any obligation of
Reading & ▇▇▇▇▇ to provide any such guaranties) to enable
the Company to acquire the Drillship (including entering
into the Purchase Note)], and to enter into from time to
time such other financing arrangements as may be
necessary, appropriate, or advisable to enable the Company
to accomplish its purposes and to mortgage, pledge,
assign, grant a security interest in, or otherwise
encumber the Drillship, its earnings and insurances, and
any or all of the other Company assets to secure the
Purchase Note and such other financing arrangements, (c)
to contract for a second shipshape self-propelled offshore
drilling vessel, substantially the same as the Drillship,
(the "Second Drillship") to be built by the Builder, and
if the necessary approvals are obtained, to notify the
Builder on or before April 30, 1997, all as specified in
the construction contract between the Builder and the
Company for the Second Drillship, and proceed to complete
construction and take delivery of the Second Drillship, to
obtain the necessary construction and permanent financing
(on terms and conditions satisfactory to the Members) to
enable the Company to take delivery of the Second
Drillship, to operate the Second Drillship and perform
drilling and related contracts obtained by the Company for
the Second Drillship, and to carry out any and all
modifications to the Second Drillship to the Second
Drillship deemed necessary by the Members Committee
(including modifications to the Drillship which might
change the overall use of same from a mobile offshore
drilling unit to a floating production, storage and
offloading vessel), (d) to sell, assign, lease, exchange,
or otherwise Dispose of, or refinance or additionally
finance, all or substantially all of the Company's
interest in one or more or all of its assets, (e) to
maximize the profits of the Company, and (f) to engage in
all activities and to enter into, exercise the rights and
enjoy the benefits under, and discharge the obligations of
the Company pursuant to, all contracts, agreements, and
documents that may be necessary, appropriate, or advisable
to enable the Company to accomplish the purposes set forth
in clauses (a), (b), (c), (d) and (e) of this sentence,
and (g) any other lawful business purpose or activity that
may be legally exercised by a limited liability company
under the Act, as the Members may agree."
2. Section 5.1 of the Agreement is amended to add at the end
thereof the following additional paragraph:
"With respect to the Second Drillship each Member agrees
to loan to the Company, subject to the prior approval of
Conoco Inc., the sum of $7,225,090 in order to enable the
Company: (x) to execute the shipbuilding contract with
the Builder for the Second Drillship, such shipbuilding
contract to be substantially in the form of the
Shipbuilding Contract with such changes therefrom as shall
be approved by the Members Committee, and (y) to pay the
first installment to the Builder due thereunder; such
loan to be secured by a promissory note executed by the
Company substantially in the form attached as Exhibit 1A
to Amendment No. 1."
3. Section 5.2 is amended by adding to the end thereof the
following additional paragraph:
"Each of the Members agrees, to the extent required by the
construction lender(s) of the Company with respect to the
Second Drillship, it will provide or cause to be provided
by its Affiliate a cost overrun guaranty (or other similar
type guaranty) in favor of such interim construction
lender(s), in a form acceptable to the Members, pursuant
to which the respective guarantor for each Member would
guarantee that Member's respective Sharing Ratio
percentage, so the Company will be able to fund that
amount of any cost overruns incurred by Company under the
shipbuilding contract to be entered into between the
Company and Builder with respect to the Second Drillship,
in order for the Company to take delivery of the Second
Drillship under such shipbuilding contract. Accordingly,
the Members also agree, within three business days after
demand by any such interim construction lenders, to
contribute to the Company in cash, their respective
Member's Sharing Ratio of any and all such additional
monies necessary in order to enable Company to take
delivery of the Second Drillship under such shipbuilding
contract (including owner furnished equipment) in
compliance with the terms of any such cost overrun
guaranties.
4. Section 5.3 is amended by deleting the phrase "the Drillship"
in the third and fourth lines and substituting therefor the
phrase "each of the Drillship and the Second Drillship".
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. 1 and the transactions contemplated
thereby.
EXECUTED on this 7th day of February, 1997.
MEMBERS
CONOCO DEVELOPMENT COMPANY
By:_________________________
Its:________________________
RB DEEPWATER EXPLORATION INC.
By:_________________________
Its:________________________
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 7th day of February,
1997 in Houston, Texas.
My commission expires: _______________________
Notary Public
STATE OF TEXAS )
) SS
COUNTY OF ▇▇▇▇▇▇ )
BEFORE me, , a Notary Public, on this day
personally appeared ,
, 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 7th day of February,
1997 in Houston, Texas.
My commission expires: ______________________
Notary Public