AMENDMENT NO. 2 TO THE AGREEMENT OF LIMITED PARTNERSHIP OF TITAN RESOURCES, L.P.
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EXHIBIT 10.1.3
AMENDMENT NO. 2
TO THE
AGREEMENT OF LIMITED PARTNERSHIP
OF
TITAN RESOURCES, L.P.
THIS AMENDMENT NO. 2 TO THE AGREEMENT OF LIMITED PARTNERSHIP OF TITAN
RESOURCES, L.P. (this "Amendment") dated as of September 27, 1996, is made by
and among Titan Resources I, Inc., a Texas corporation, as the general partner
(the "General Partner"), and a Majority Interest of the Limited Partners (on
behalf of all of the Limited Partners).
WITNESSETH:
WHEREAS, the General Partner and the Limited Partners are the parties to
that certain Agreement of Limited Partnership dated as of March 31, 1995, as
amended by that certain Amendment No. 1 dated as of December 11, 1995 (the
"Partnership Agreement"), providing for the formation and operation of Titan
Resources, L.P., a Texas limited partnership (the "Partnership"); and
WHEREAS, the parties hereto desire to enter into this Amendment to amend
Schedule 1 to the Partnership Agreement in order to reflect the admission of
Selma International Investment Limited as a Limited Partner of the Partnership;
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements contained herein and in the Partnership Agreement and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the General Partner and a Majority Interest of the Limited
Partners (acting on behalf of all of the Limited Partners) hereby agree as
follows:
1. Certain Definitions. Terms used in this Amendment and not
otherwise defined shall have the meanings set forth in the Partnership
Agreement.
2. Amendment to Schedule 1. Pursuant to Section 3.2 of the
Partnership Agreement, the General Partner hereby amends Schedule 1 to the
Partnership Agreement in order to reflect the admission of an additional
Limited Partner to the Partnership, effective at such time as such additional
Limited Partner shall deliver a counterpart signature page to the Partnership
Agreement.
3. Power and Authority to Enter into Amendment. Pursuant to Section
11.2 of the Partnership Agreement, a Majority Interest of the Limited Partners
hereby executes this Amendment in order to consent to the amendment set forth
herein.
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4. Ratification of Partnership Agreement. The Partnership
Agreement, as amended by this Amendment, is hereby ratified and confirmed in
all respects.
5. Counterparts. This Amendment may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
GENERAL PARTNER:
TITAN RESOURCES I, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
LIMITED PARTNERS:
NATURAL GAS PARTNERS, L.P.
By: G.F.W. Energy, L.P., its general
partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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NATURAL GAS PARTNERS II, L.P.
By: G.F.W. Energy II, L.P., its general
partner
By: GFW II, L.L.C., its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Authorized Member
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Separate Property
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JOINT ENERGY DEVELOPMENT
INVESTMENTS LIMITED PARTNERSHIP
By: Enron Capital Management Limited
Partnership, its general partner
By: Enron Capital Corp., its general
partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
FIRST UNION CORPORATION
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇