EXHIBIT 3.1.3
[THE STATE OF TEXAS SEAL]
THE STATE OF TEXAS
SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
FOR
ATWOOD OCEANICS, INC.
CHARTER NUMBER 00252308
THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS, HEREBY
CERTIFIES THAT THE ATTACHED ARTICLES OF AMENDMENT FOR THE ABOVE NAMED ENTITY
HAVE BEEN RECEIVED IN THIS OFFICE AND ARE FOUND TO CONFORM TO LAW.
ACCORDINGLY THE UNDERSIGNED, AS SECRETARY OF STATE, AND BY VIRTUE OF
THE AUTHORITY VESTED IN THE SECRETARY BY LAW, HEREBY ISSUES THIS CERTIFICATE OF
AMENDMENT.
DATED MAR. 20,
EFFECTIVE MAR. 20, 1992
[THE STATE OF TEXAS SEAL]
/s/ JOHN HANNAH JR.
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Secretary of State
[STAMP]
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION OF
ATWOOD OCEANICS, INC.
Pursuant to the terms and provisions of Article 4.04 of the Texas
Business Corporation Act, the undersigned corporation adopts the following
Articles of Amendment to its Restated Articles of Incorporation:
I.
The name of the corporation is Atwood Oceanics, Inc.
II.
The Restated Articles of Incorporation are hereby amended by adding a
new Article X, the full text of which provision is as follows:
ARTICLE X
A director of the Corporation shall not be liable to the
Corporation or its shareholders for monetary damages for an act or
omission in the director's capacity as a director, except for liability
for (i) a breach of the director's duty of loyalty to the Corporation
or its shareholders, (ii) an act or omission not in good faith or that
involves intentional misconduct or a knowing violation of the law,
(iii) a transaction from which the director received an improper
benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office, or (iv) an act or omission
for which the liability of a director is expressly provided for by
statute.
If the Texas Miscellaneous Corporation Laws Act is amended
after approval by the shareholders of this Article to authorize
corporate action further eliminating or limiting the personal liability
of directors, then the liability of a director of the Corporation shall
be eliminated or limited to the fullest extent permitted by the Texas
Miscellaneous Corporation Laws Act, as so amended.
Any repeal or modification of the foregoing paragraph by the
shareholders of the Corporation shall not
adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.
III.
The foregoing amendment to the Restated Articles of Incorporation was
adopted by the shareholders on February 13, 1992.
IV.
The number of shares of the corporation outstanding and entitled
to vote on the foregoing amendment at the time of such adoption was 6,582,613.
The holders of 5,549,632 outstanding shares entitled to vote on the
amendment voted for adoption of the amendment, the holders of 290,782 shares
entitled to vote on the amendment voted against adoption of the amendment, and
the holders of 742,199 shares entitled to vote on the amendment either failed
to vote or abstained from voting on the amendment.
DATED: March 10, 1992.
ATWOOD OCEANICS, INC.
By: /s/ ROBERT E. TURRENTINE
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Robert E. Turrentine, President
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
BEFORE ME, a Notary Public in and for the State of Texas, on this day
personally appeared Robert E. Turrentine, President of Atwood Oceanics, Inc.,
known to me to be the person who executed the within Articles of Amendment on
behalf of said corporation and acknowledged to me that he executed the same for
the purposes therein stated, in the capacity stated, and as the act and deed of
said corporation.
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GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 10th day of March,
1992.
/s/ DOLORES A. CORTE
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Notary Public In and for the
State of TEXAS
Printed Name of Notary Public
Dolores A. Corte
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My Commission Expires: October 27, 1993
[NOTARY SEAL]
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