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EXHIBIT 10.4
MANAGEMENT AND OWNERSHIP AGREEMENT
THIS MANAGEMENT AND OWNERSHIP AGREEMENT (herein called this
"Agreement") dated as of September 23, 1994, is made by and among ▇▇▇▇▇▇▇ Oil &
Gas, L.P. ("BOG"), a Delaware limited partnership, ▇▇▇▇▇▇▇ Exploration Company
("BEC"), a Texas corporation, General Atlantic Partners III, L.P. ("GAP"), a
Delaware limited partnership, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇"), a Texas resident,
▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), a Texas resident and GAP-▇▇▇▇▇▇▇ Partners, L.P.
("GAP-▇▇▇▇▇▇▇"), a Delaware limited partnership.
RECITALS:
WHEREAS, certain of the parties are entering into an agreement of
limited partnership of even date herewith establishing Quest Acquisitions,
L.P., a Texas limited partnership (the "Partnership"); and
WHEREAS, certain of the parties are concurrently entering into
documentation to establish Quest Resources, L.L.C. ("Quest"), a limited
liability company that will act as the Managing General Partner of the
Partnership; and
WHEREAS, the parties desire to authorize such agreements and the
transactions authorized thereby and to waive and amend any restrictions and
other provisions contained in certain other documentation by and among the
parties;
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants and agreements contained herein, the parties hereto do hereby
agree as follows:
1. BEC and GAP hereby agree that all amounts earned and/or
distributed to such parties from their interests in Quest shall be considered
to be amounts earned under the Agreement of Limited Partnership of BOG dated
May 1, 1992, as amended (the "BOG Partnership Agreement"), for purposes of
computing Threshold Value (as such term is defined in the BOG Partnership
Agreement) and any amounts distributed to BEC and GAP from the Quest shall be
considered to be a distribution to such parties from BOG and accordingly shall
reduce the Threshold Value under the BOG Partnership Agreement. BEC, GAP,
▇▇▇▇▇▇ and GAP-▇▇▇▇▇▇▇ hereby amend the BOG Partnership Agreement to the extent
necessary to conform to the agreement set forth in this Section 1.
2. Notwithstanding any agreement or duty under law to the
contrary, each of BEC and GAP hereby agree that GAP shall own its interest in
Quest for its own behalf and not on behalf of BEC or BOG and that BEC shall own
its interest in Quest on its own behalf and not for the benefit of GAP or BOG.
3. Each of BEC, GAP, BOG, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and GAP-▇▇▇▇▇▇▇ hereby
agree that notwithstanding anything to the contrary in Section 12.3 or
elsewhere in the BOG Partnership Agreement or in Section 16 or elsewhere in the
Employment Agreement dated May 1, 1992 by and between ▇▇▇ ▇. ▇▇▇▇▇▇▇ and BOG
(the "▇▇▇▇▇▇▇ Employment Agreement"), ▇▇▇ ▇. ▇▇▇▇▇▇▇ shall have the right to
act as Manager and President of guest and the provisions of the BOG Partnership
Agreement and the ▇▇▇▇▇▇▇ Employment Agreement are hereby amended to the extent
necessary to permit ▇▇▇ ▇. ▇▇▇▇▇▇▇ to act in such capacities of behalf of
Quest.
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IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized officers, as of the date first written above.
▇▇▇▇▇▇▇ OIL & GAS, L.P.
By: ▇▇▇▇▇▇▇ Exploration Company,
General Partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇, President
▇▇▇▇▇▇▇ EXPLORATION COMPANY
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇, President
GENERAL ATLANTIC PARTNERS III, L.P.
By: GAP III Investors, Inc.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
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Title: Vice President
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/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
GAP-▇▇▇▇▇▇▇ PARTNERS, L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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General Partner
