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EXHIBIT 10.1.4
AMENDMENT NO. 3
TO THE
AGREEMENT OF LIMITED PARTNERSHIP
OF
TITAN RESOURCES, L.P.
This AMENDMENT NO. 3 TO THE AGREEMENT OF LIMITED PARTNERSHIP OF TITAN
RESOURCES, L.P. (this "Amendment"), dated as of September 30, 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.
W I T N E S S E T H :
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 to the Partnership Agreement dated as
of December 11, 1995, and as amended by that certain Amendment No. 2 to the
Partnership Agreement dated as of September 27, 1996 (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 amend the Partnership Agreement
in certain respects (i) in order to reflect the admission of Titan Exploration,
Inc., a Delaware corporation, as a substituted Limited Partner of the
Partnership, and (ii) effective upon such admission of Titan Exploration, Inc.
to the Partnership, to prohibit all further dispositions of interests in the
Partnership and to rescind the ability of the partners to reconstitute the
Partnership upon an event causing the dissolution 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. Withdrawal. Section 6.4 of the Partnership Agreement is
hereby amended to read in its entirety as follows:
No Limited Partner shall be entitled to (a) withdraw from the
Partnership, or (b) the return of its Capital Contributions except to
the extent, if any, that distributions made pursuant to the express
terms of this Agreement may be considered as such by law or upon
dissolution and liquidation of the Partnership, and then only to the
extent expressly provided for in this Agreement and as permitted by
law.
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3. Reconstitution. Section 8.2 of the Partnership Agreement is
hereby deleted in its entirety and is of no force or effect.
4. Liquidation and Termination. Section 8.3 of the Partnership
Agreement is hereby changed to Section 8.2 and amended to read in its entirety
as follows:
SECTION 8.2. Liquidation and Termination. Upon dissolution
of the Partnership, the General Partner or, if the withdrawal of the
General Partner caused the dissolution of the Partnership, a person
selected by all of the Limited Partners, shall act as liquidator or
shall appoint one or more liquidators who shall have full authority to
wind up the affairs of the Partnership and make final distribution as
provided herein. The liquidator shall continue to operate the
Partnership properties with all of the power and authority of the
General Partner. The steps to be accomplished by the liquidator are
as follows:
(a) As promptly as possible after dissolution and again
after final liquidation, the liquidator, if requested by any Partner,
shall cause a proper accounting to be made by the Partnership's
independent accountants of the Partnership's assets, liabilities and
operations through the last day of the month in which the dissolution
occurs or the final liquidation is completed, as appropriate.
(b) The liquidator shall pay all of the debts and
liabilities of the Partnership (including all expenses incurred in
liquidation) or otherwise make adequate provision therefor (including
without limitation the establishment of a cash escrow fund for
contingent liabilities in such amount and for such term as the
liquidator may reasonably determine). After making payment or
provision for all debts and liabilities of the Partnership, the
Partners' capital accounts shall then be adjusted by (i) assuming the
sale of all remaining assets of the Partnership for cash at their
respective fair market values (as determined by an appraiser selected
by the liquidator) as of the date of termination of the Partnership,
(ii) assuming the distribution of such cash at such time in the
percentages required under Section 4.5, and (iii) debiting or
crediting each Partner's capital account with its respective share of
the hypothetical gains or losses resulting from such assumed sales in
the same manner as each such capital account would be debited or
credited with gains or losses on actual sales of such assets. The
liquidator shall then by payment of cash or property (valued as of the
date of termination of the Partnership at its fair market value by the
appraiser selected in the manner provided above) distribute to the
Partners such amounts as are required to pay the positive balances of
their respective capital accounts. Such a distribution shall be in
cash or in kind as determined by the liquidator. Any distribution to
the Partners in liquidation of the Partnership shall be made by the
later of either the end of the taxable year in which the liquidation
occurs or 90 days after the date of such liquidation. For purposes of
the preceding sentence, the term "liquidation" shall have the same
meaning as set forth in Treasury Regulation Section 1.704-1(b)(2)(ii)
as in effect at such time. Each Partner shall have the right to
designate another person to receive any property which otherwise would
be distributed in kind to that Partner pursuant to this Section 8.2.
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(c) Except as expressly provided herein, the liquidator
shall comply with any applicable requirements of the Act and all other
applicable laws pertaining to the winding up of the affairs of the
Partnership and the final distribution of its assets.
(d) Notwithstanding any provision in this Agreement to
the contrary, no Partner shall be obligated to restore a deficit
balance in its capital account at any time.
The distribution of cash and/or property to the Partners in
accordance with the provisions of this Section 8.2 shall constitute a
complete return to the Partners of their Capital Contributions and a
complete distribution to the Partners of their interest in the
Partnership and all Partnership property.
5. Assignment by Partners. Section 9.1 of the Partnership
Agreement is hereby amended to read in its entirety as follows:
No Partner's interest in the Partnership or rights therein shall be
assigned, mortgaged, pledged, subjected to a security interest or
otherwise encumbered, in whole or in part, under any circumstances.
Any attempt by a Partner to assign its interest shall be void ab
initio.
6. Representations and Warranties. Section 10.1(l) of the
Partnership Agreement is hereby amended to read in its entirety as follows:
Such Limited Partner further covenants and agrees that (A) its
Partnership Interest will not be resold under any circumstances, and
(B) such Limited Partner shall have no right to require registration
of its Partnership Interest under the Securities Act or applicable
state securities laws, and, in view of the nature of the Partnership
and its business, such registration is neither contemplated nor
likely.
7. Successors and Assigns. Section 11.8 of the Partnership
Agreement is hereby amended to read in its entirety as follows:
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legal representatives,
successors and assigns; provided, however, that no Partner may sell,
assign, transfer or otherwise dispose of all or any part of its rights
or interest in the Partnership or under this Agreement under any
circumstances.
8. 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 Titan Exploration,
Inc. as substituted Limited Partner to the Partnership, effective at such time
as such additional Limited Partner shall deliver a counterpart signature page
to the Partnership Agreement in the form attached to this Amendment, which
amended Schedule 1 is attached to this Amendment.
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9. 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 amendments
set forth herein.
10. Ratification of Partnership Agreement. The Partnership
Agreement, as amended by this Amendment, is hereby ratified and confirmed in
all respects.
11. Effective Time. This Amendment shall become effective
concurrently with the admission of Titan Exploration, Inc. as substituted
Limited Partner to the Partnership.
12. 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 pa
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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NATURAL GAS PARTNERS II, L.P.
By: G.F.W. Energy II, L.P., its general
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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Name: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
Title: Agent and Attorney in Fact
FIRST UNION CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
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LIMITED PARTNER SIGNATURE PAGE (ENTITY)
The undersigned, desiring to become a Limited Partner of the
Partnership, hereby agrees to all of the terms and provisions of the Agreement
of Limited Partnership, and agrees to be bound by the terms and provisions of
this Limited Partner Signature Page which, together with other Limited Partner
Signature Pages, is hereby incorporated into the said Agreement of Limited
Partnership. The undersigned hereby joins and executes the said Agreement of
Limited Partnership, hereby authorizing this Limited Partner Signature Page to
be attached thereto. The place of residence or principal business address of
the undersigned is as shown below.
IN WITNESS WHEREOF, the undersigned has executed this Limited Partner
Signature Page to the Agreement of Limited Partnership as of the date set forth
hereinafter.
Date: September 30, 1996 ENTITY LIMITED PARTNER:
1.
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(Name of Entity Printed)
2.
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(Name of General Partner or Trustee of
Entity, if applicable)
3.
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(Signature of Officer or Trustee)
4.
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(Name of Officer Printed)
5.
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(Title of Officer)