EXHIBIT 10.10
AMENDMENT
TO THE
LIMITED PARTNERSHIP AGREEMENT
OF
PHT PARTNERS, L.P.
DATED AUGUST 14, 2002
AUGUST 27, 2003
AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT
OF
PHT PARTNERS, L.P.
THIS AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT is entered into
effective August 21, 2003, by and among PHT GAS, LLC (the "General Partner") and
those persons listed as Limited Partners on Exhibit A attached hereto.
1. Exhibit A to the Limited Partnership Agreement dated August
14, 2002 is amended to reflect additional paid-in capital by certain of the
Limited Partners.
IN WITNESS WHEREOF, the General Partner and Limited Partners have
executed this Amendment the date and year above written.
GENERAL PARTNER:
PHT GAS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇, Managing Member
PARTNERS AS OF AUGUST 27, 2003
CAPITAL PERCENTAGE
CONTRIBUTION INTEREST
------------- ----------
LIMITED PARTNERS:
BPK Resources, Inc. $ 76,493.00 4.23%
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Continental Southern Resources, Inc. $1,717,607.00 94.77%
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇-▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
GENERAL PARTNER:
PHT Gas LLC 1.0%
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ $ 12,000.00
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
AMENDMENT
TO THE
LIMITED PARTNERSHIP AGREEMENT
OF
PHT PARTNERS, L.P.
DATED AUGUST 14, 2002
JUNE 23, 2003
AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT
OF
PHT PARTNERS, L.P.
THIS AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT is entered into
effective June 23, 2003, by and among PH GAS, LLC (the "General Partner") and
those persons listed as Limited Partners on Exhibit A attached hereto.
1. ARTICLE V. CONTRIBUTIONS TO CAPITAL AND STATUS OF PARTNERS
shall be amended at paragraph 5.1 (c) as follows:
5.1 Capital Contributions and Loan Amounts.
(c) Additional Capital Contributions. The Partners will
be required to make additional contributions to the capital of the Partnership
and may at the Limited Partners' discretion loan funds, from time to time, to
the Partnership.
IN WITNESS WHEREOF, the General Partner and Limited Partners have
executed this Amendment the date and year above written.
GENERAL PARTNER:
PHT GAS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇, Managing Member
LIMITED PARTNERS:
CONTINENTAL SOUTHERN RESOURCES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President
BPK RESOURCES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III, President
PARTNERS AS OF AUGUST 27, 2003
CAPITAL PERCENTAGE
CONTRIBUTION INTEREST
------------- ----------
LIMITED PARTNERS:
BPK Resources, Inc. $ 72,665.00 4.23%
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Continental Southern Resources, Inc. $1,629,890.00 94.77%
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇-▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
GENERAL PARTNER:
PHT Gas LLC 1.0%
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ $ 12,000.00
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
AMENDMENT
TO THE
LIMITED PARTNERSHIP AGREEMENT
OF
PHT PARTNERS, L.P.
DATED AUGUST 27, 2003
February 26, 2004
AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT
OF
PHT PARTNERS, L.P.
THIS AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT is entered into
effective February 26, 2004, by and among PHT Holding GP, LLC (the "General
Partner") and those persons listed as Limited Partners on Exhibit A attached
hereto.
1. ARTICLE I. DEFINITIONS shall be amended to replace the definition of
General Partner and to add the definitions of Other Partners and Converted
General Partner as follows:
"General Partner" means PHT Holding GP, LLC.
"Other Partners" means PHT Holding GP, LLC and all Limited Partners
except PHT Gas, LLC.
"Converted General Partner" means PHT Gas, LLC.
2. ARTICLE VI. DISTRIBUTIONS; ALLOCATION OF PROFITS AND LOSSES; CAPITAL
ACCOUNTS shall be amended at 6.1(a)(i) and (ii) and 6.2(a)(iii) as follows:
6.1 Cash Available for Distribution.
(a) Distribution Prior to Liquidation.
(i) First , 99 percent to the Other Partners in proportion to and
to the extent of their Unreturned Capital Balances and one
percent to the Converted Partner until all Unreturned Capital
Balances have been reduced to zero;
(ii) Then, 80 percent to the Other Partners in proportion to their
Percentage Interests and 20 percent to the Converted General
Partner.
6.2 Allocation of Profits and Losses.
(a) Allocation of Profits.
(iii) Then, 75 percent to the Other Partners in proportion
to their Percentage Interests and 25 percent to the
Converted General Partner.
3. Exhibit A to the Limited Partnership Agreement dated February 26,
2004 is amended to reflect admission of PHT Holding GP, LLC and change in status
of PHT Gas, LLC from general partner to limited partner.
[SIGNATURE PAGE FOLLOWS]
1
IN WITNESS WHEREOF, the General Partner and Limited Partners have
executed this Amendment the date and year above written.
GENERAL PARTNER:
PHT HOLDING GP, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Manager
LIMITED PARTNERS:
CONTINENTAL SOUTHERN RESOURCES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, President
PHT GAS, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇, Managing Member
BPK RESOURCES, INC.
By:
------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III, President
2
PARTNERS AS OF FEBRUARY 26, 2004
--------------------------------------------------------------------------
CAPITAL PERCENTAGE
CONTRIBUTION INTEREST
--------------------------------------------------------------------------
LIMITED PARTNERS:
--------------------------------------------------------------------------
PHT Gas, LLC $ 12,000.00 1.00%
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------------------------------------
BPK Resources, Inc. $ 76,493.00 4.23%
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------------------------------------------
Continental Southern Resources, Inc. $1,717,607.00 93.77%
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇-▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------------------------------------------------------
GENERAL PARTNER:
--------------------------------------------------------------------------
PHT Holding GP, LLC -- 1.00%
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇-▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------------------------------------------------------
Exhibit A Page 1