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EXHIBIT 10.1.3
AMENDMENT NO. 3 TO AGREEMENT OF LIMITED PARTNERSHIP
XXXXXXX OIL & GAS, L.P.
THIS AMENDMENT NO. 3 TO AGREEMENT OF LIMITED PARTNERSHIP (herein
called this "Amendment") dated as of August 24, 1995, is made by and among
Xxxxxxx Exploration Company, a Texas corporation, General Atlantic Partners
III, L.P., a Delaware limited partnership, GAP-Xxxxxxx Partners, L.P., a
Delaware limited partnership, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxx, Xxxxx X.
Xxxxxxx and Xxx X. Xxxxx.
RECITALS:
WHEREAS, the parties have previously entered into that certain
Agreement of Limited Partnership dated as of May 1, 1992, establishing Xxxxxxx
Oil & Gas, L.P. (the "Partnership"), as amended by Amendment No. 1 to Agreement
of Limited Partnership dated as of May 1, 1992, and Amendment No. 2 to
Agreement of Limited Partnership dated as of September 30, 1994 (collectively,
the "Partnership Agreement"); and
WHEREAS, the parties desire to amend the Partnership Agreement for the
purposes set forth below;
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. Defined Terms.
(a) The defined term "Post Threshold Ratios" contained in Section
2.1 is hereby amended in its entirety to read as follows:
"Post Threshold Ratios" shall mean the following percentages:
38.18% to General Atlantic, 1.82% to GAP L.P., 55% to BEC and 5% to
Xxxxxx, which percentages shall be adjusted (including without
limitation, for the purposes of Sections 6.1(d) and 9.2) on a
proportionate basis to reflect the issuance of (a) limited partnership
interests in the Partnership (only with respect to allocations of
income, expense and distributions after the achievement of Threshold
Value and subject to forfeiture in certain circumstances) to Xxxxx X.
Xxxxxxx, Xxxxx X. Xxxxxxx and Xxx X. Xxxxx prior to August 1, 1995,
and (b) any additional Equity Securities after such date. The Post
Threshold Ratios shall be effective as provided in Article IV and
elsewhere herein regardless of whether or not the Threshold Value is
reached. (Also see Section 4(ii) of Amendment No. 3 to Agreement of
Limited Partnership.)
(b) Section 2.1 is hereby amended to add the following additional
defined terms:
"Conversion" shall mean conversion of the entire outstanding
principal balance of and all accrued Deferred Interest (as such term
is defined in the RIMCO Note) on the RIMCO Note into a limited
partnership interest of the Partnership or other Equity
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Securities upon the election of RIMCO as provided for in Section 4
below and in the RIMCO Note.
"RIMCO" shall mean RIMCO Partners, X.X. XX, a Delaware limited
partnership, RIMCO Partners, L.P. III, a Delaware limited partnership,
and RIMCO Partners, X.X. XX, a Delaware limited partnership, and any
person who becomes an owner or holder of any portion of the RIMCO Note
in accordance with the terms thereof or, if Conversion has occurred,
any person who has become a limited partner or substituted limited
partner of the Partnership pursuant to the terms hereof with respect
to any interest in the Partnership that was issued as a consequence of
Conversion. The consent, election, vote, determination, approval or
other action required or otherwise provided for under this Agreement
with respect to Conversion or to the appointment, removal and other
matters relating to the RIMCO Representative and in all other
provisions of this Agreement where the defined term "RIMCO" is used
shall refer to and require the joint or concurrent consent, election,
vote, determination, approval or such other action by all of the then
current owners and holders of the RIMCO Note or, if Conversion has
occurred, the then current Limited Partners owning or holding the
interest in the Partnership that was issued as a consequence of
Conversion.
"RIMCO Note" shall mean the 5% Convertible Subordinated Notes
to be issued by the Partnership to RIMCO pursuant to a Note Purchase
Agreement to be made by the Partnership and RIMCO. Unless the context
otherwise requires, the term "RIMCO Note" shall also mean and include
the Note Purchase Agreement pursuant to which such 5% Convertible
Subordinated Notes are issued and all other documents executed by the
Partnership in connection therewith.
"RIMCO Permitted Transferees" shall have the meaning set forth
in Section 6.1(l).
"RIMCO Representative" shall have the meaning set forth in
Section 6.1(l).
(c) Any other capitalized terms used herein and not otherwise
defined shall have the respective meanings assigned to them in the Partnership
Agreement.
(d) All references in this Amendment to sections refer to sections
of the Partnership Agreement unless expressly provided otherwise. Titles
appearing at the beginning of sections of this Amendment are for convenience
only and shall not constitute part of such subdivisions and shall be
disregarded in construing the language contained in such sections. Words in
the singular form shall be construed to include the plural and vice versa
unless the context otherwise requires.
2. Preemptive Rights. Each Partner hereby waives all rights that
such Partner may have pursuant to Section 3.7 or otherwise to purchase or
otherwise acquire any portion of the RIMCO Note or any interest in the
Partnership to be issued upon Conversion of the RIMCO Note.
3. Authorizations. For purposes of Section 6.2(a), (d) and (k),
the Management Committee has approved and authorized the execution, delivery
and issuance of the RIMCO Note, the issuance of the 20% limited partnership
interest in the Partnership upon Conversion as provided in Section 4 below and
the execution and delivery of this Amendment (in this Section
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3, the "Authorized Matters"). For such purposes and on behalf of the
Management Committee and a GAP Representative and of the Partnership, the
parties hereto approve, authorize and ratify the Authorized Matters and the
execution and delivery of the RIMCO Note in the form submitted to the parties
with such changes therein as the Managing General Partner shall approve (except
with respect to the following fundamental features: the amount of the RIMCO
Note, the interest rate provided for therein, the maturity date thereof and the
20% conversion ratio provided for herein and therein); and no further
authorization or approval of the Management Committee or any Representative
shall be required with respect to the Authorized Matters (except with respect
to such fundamental features).
4. Issuance of RIMCO Partnership Interest. Upon the election of
RIMCO and satisfaction of the conditions set forth in the RIMCO Note and this
Amendment, RIMCO shall be permitted to convert the entire outstanding principal
balance of and all accrued Deferred Interest on the RIMCO Note into a 20%
limited partnership interest in the Partnership and become a Limited Partner of
the Partnership, which conversion shall be treated as a contribution of
property to the Partnership; provided that any such election to convert by
RIMCO can only be exercised in whole and with respect to all of the outstanding
principal balance of and accrued Deferred Interest on the RIMCO Note and not in
part or with respect to only a portion of such principal amount or Deferred
Interest; and provided further, that such 20% limited partnership interest
shall be subject to (a) the issuance prior to August 1, 1995, of limited
partnership interests in the Partnership (only with respect to allocations of
income, expense and distributions after the achievement of Threshold Value and
subject to forfeiture in certain circumstances) to Xxxxx X. Xxxxxxx, Xxxxx X.
Xxxxxxx, and Xxx X. Xxxxx and (b) the issuance after such date (whether before
or after Conversion) of additional Equity Securities or options therefor to
management personnel under any established option plan of the Partnership
(which plan was approved as a Major Decision) in an amount (including those
referred to in subsection (a) immediately above) not exceeding 10% of the
Partnership's total outstanding equity. Accordingly, the 20% limited
partnership interest to be issued to RIMCO upon Conversion shall be reduced
proportionately upon its issuance to adjust for the Equity Securities issued as
discussed in subsection (a) immediately above and upon the later of its
issuance or the issuance of any additional Equity Securities as discussed in
subsection (b) immediately above to adjust for such additional Equity
Securities. Subject to such adjustments and upon Conversion:
(i) Prior to the achievement of Threshold Value, RIMCO shall have
allocated to it 20% of the amounts provided for in Sections 4.1(a), the last
sentence of Section 4.2(a), Section 4.2(b)(i), and Section 4.3(d), and the
amounts allocated to the other Partners in such Sections shall be reduced
proportionately;
(ii) RIMCO shall have a Post Threshold Ratio of 20%, and the Post
Threshold Ratios of the other Partners (except those Partners named in, and/or
who acquire Equity Securities under the circumstances described in, subsection
(a) or (b) above in this Section 4) shall be reduced proportionately;
(iii) With respect to distributions of Tax Amounts pursuant to
Section 4.4, RIMCO shall receive a Tax Amount for each taxable year or portion
thereof after Conversion;
(iv) With respect to distributions in excess of Tax Amounts
pursuant to Section 4.4, RIMCO shall receive:
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(A) 20% of each amount distributed pursuant to Section
4.4(a)(i), and the amounts distributed to General Atlantic and GAP
L.P. shall be reduced proportionately, and
(B) its Distribution Amount of each amount distributed
pursuant to Sections 4.4(a)(ii) and 4.4(b);
(v) The 20% percentage (before any adjustment) provided for above
in this Section 4 shall be:
(A) further adjusted on a proportionate basis to reflect any
issuance or redemption of any Equity Securities (without duplication
of any adjustments provided for above in this Section 4), and
(B) converted into the equivalent amount (after all such
adjustments) of capital stock or other Equity Securities in the event
of a conversion of the Partnership to a corporation or other entity;
and
(vi) The Capital Accounts of the Partners shall be adjusted as of
the date of Conversion to equal their respective fair market values by
increasing or decreasing such Capital Accounts to reflect the manner in which
any unrealized income, gain, loss or deduction in Partnership property would be
allocated among the Partners if there were a taxable disposition of such
property for its fair market value on the date of Conversion, all as required
under Treasury Regulation Section 1.704-1(b)(2)(iv)(f). Thereafter, the
Capital Accounts shall be adjusted in accordance with Treasury Regulation
Section 1.704-1(b)(2)(iv)(g) for items of depreciation, Simulated Depletion,
amortization and gain or loss (including Simulated Gain and Simulated Loss)
with respect to such property computed in the same manner as such items would
be computed if the adjusted tax basis of such property had been equal to its
fair market value on the date of Conversion, in lieu of the adjustments to the
Capital Accounts otherwise provided in Section 8.1(b). The Partners' shares of
any depreciation, depletion, amortization and gains or losses with respect to
such property, as computed for tax purposes, shall be allocated in a manner
that takes into account any variation between the value of such property as
reflected in the Capital Accounts, after making such adjustments, and the tax
basis of such property, in the same manner as required under Section 704(c) of
the Internal Revenue Code with respect to contributed property.
Upon Conversion, RIMCO shall be admitted to the Partnership as a Limited
Partner if and only if:
(I) RIMCO is able to and does make all the representations and
warranties contained in Sections 12.1 and 12.2, including without limitation
that it is eligible to acquire and hold Federal oil and gas leases in
compliance with all applicable laws;
(II) Upon such admission, neither of the General Partners shall be
considered a "fiduciary" for RIMCO or any person directly or indirectly owning,
controlling or holding with power to vote any equity securities in RIMCO for
purposes of the Employee Retirement Income Security Act of 1974, as amended;
and
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(III) RIMCO executes and delivers such instruments, in form and
substance reasonably satisfactory to the Managing General Partner, as the
Managing General Partner may deem necessary or desirable to effect such
admission and to confirm the agreement of RIMCO to be bound by all of the terms
and provisions of the Partnership Agreement.
5. Management Committee.
(a) Section 6.1(c) is hereby amended by deleting the last sentence
of Section 6.1(c).
(b) Section 6.1 is hereby amended by adding Section 6.1(l) which
shall read in its entirety as follows:
(l) Upon the issuance by the Partnership of the RIMCO
Note, the Management Committee shall be automatically expanded to
seven Representatives, four of whom shall be appointed by BEC and
shall be Brigham Representatives, two of whom shall be appointed by
General Atlantic and shall be GAP Representatives and one of whom
shall be appointed by RIMCO and shall be called the "RIMCO
Representative". The additional Xxxxxxx Representative initially
shall be Xxx X. Xxxxx, and the RIMCO Representative initially shall be
Xxxx X. Xxxxxxx. With respect to the first sentence of Section
6.1(c), the RIMCO Representative shall serve at the pleasure of RIMCO
and may be removed, with or without cause, by RIMCO upon written
notice thereof given by RIMCO to the General Partners and to the other
Representatives. Except as expressly provided in this Section 6.1(l),
the other provisions of Section 6.1 and elsewhere in this Agreement
shall be applicable to this Section 6.1(l) and the RIMCO
Representative; and (except as aforesaid) the other provisions of
Section 6.1 (and the defined terms created therein) and the other
provisions of this Agreement shall be modified and subject to this
Section 6.1(l). Without modification of the approvals required in
Section 6.2, all RIMCO Decisions (as hereinafter defined) with respect
to the Partnership business shall require the favorable vote of the
RIMCO Representative after the issuance of the RIMCO Note and except
as otherwise provided below in this Section 6.1. Accordingly,
notwithstanding anything in this Agreement to the contrary (but only
after the issuance of the RIMCO Note and except as otherwise provided
below in this Section 6.1), neither General Partner nor the Chief
Executive Officer shall have the right or the power to make any
commitment or engage in any undertaking on behalf of the Partnership
in respect of a RIMCO Decision unless and until the RIMCO
Representative has authorized the same. The term "RIMCO Decision" as
used in this Section 6.1(l) means any decision with respect to the
following matters:
(a) The sale of the Partnership; or the sale, lease,
transfer or disposition of all or substantially all of the assets of
the Partnership;
(b) The issuance of any additional Partnership interests
or any other form of Equity Securities in the Partnership; provided,
however, that the issuance of equity interests or options therefor to
management personnel under any established option plan of the
Partnership (which plan was approved as a Major Decision) in an amount
not exceeding 10% of the Partnership's total outstanding equity shall
not be deemed to be a RIMCO Decision requiring approval of the RIMCO
Representative;
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(c) Any decision to merge or consolidate the
Partnership's business or to acquire all or substantially all of the
assets of another company where such acquisition requires the payment
of consideration by the Partnership valued at 33% or more of the then
value of the Partnership (in each case determined by a majority vote
of the members of the Management Committee); and
(d) Any decision of the Partnership to file a voluntary
petition seeking liquidation, reorganization, arrangement or
readjustment, in any form, of the Partnership's debts under Title 11
of the United States Code (or corresponding provisions of future laws)
or any other federal or state insolvency law, or to file an answer
consenting to or acquiescing in any such petition, or the making by
the Partnership of any general assignment for the benefit of its
creditors or the admission in writing of its inability to pay its
debts as they mature.
After the expiration of seven years, commencing with the Effective
Date, if the Threshold Value has been achieved, Conversion has
occurred and BEC shall own at least 50% of its original Post Threshold
Ratio Interest in the Partnership (after adjustment upon any
Conversion), the actions set forth in subsection (a) (but only with
respect to the sale of all or substantially all of the assets of the
Partnership for cash and/or equity securities of a company with a
market value in excess of one hundred million dollars listed on a
national securities exchange) and subsections (b) and (c) with respect
to any public offering of equity securities, shall no longer be deemed
to be RIMCO Decisions requiring approval of the RIMCO Representative
pursuant to this Section 6.1(l) and are actions that may be taken by
BEC without the consent of any other Partners or the Management
Committee. Upon the occurrence of either of the following events,
this Section 6.1(l) shall automatically become null and void and have
no further force and effect, RIMCO shall no longer have a RIMCO
Representative, the Brigham Representatives shall be reduced from four
to three (with BEC to designate the person who shall cease to continue
as a Brigham Representative) and the Management Committee shall be
reduced to five members (plus any additional members appointed
pursuant to Section 6.1(e)):
(i) The RIMCO Note is repaid in full and Conversion does
not occur; or
(ii) If Conversion shall occur and RIMCO shall transfer in
one or more transactions an aggregate in excess of 5% of its Post
Threshold Ratio interest to a transferee or transferees (other than to
a RIMCO Permitted Transferee) such that, as a result of such transfer
or transfers, RIMCO's Post Threshold Ratio is less than 15%. For
purposes of this Section 6.1(l), "RIMCO Permitted Transferees" shall
mean any person that is (a) controlling, controlled by or under common
control with any of RIMCO Partners, X.X. XX, RIMCO Partners, L.P. III,
or RIMCO Partners, X.X. XX, or (b) a liquidating trust formed upon
dissolution of any such limited partnership; provided, that any RIMCO
Permitted Transferee irrevocably appoints RIMCO (or Resource Investors
Management Company if RIMCO is not at any future date in existence)
the attorney and proxy of such RIMCO Permitted Transferee with full
power of substitution to vote the interest in the Partnership so
transferred as RIMCO (or Resource Investors Management Company) may
determine in its sole discretion; and provided further, that in no
event shall the term "RIMCO Permitted Transferee" include any person
principally engaged in the oil and gas business through the direct
ownership of working interests.
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6. Major Decisions Requiring Management Committee Approval.
(a) The first two original sentences of Section 6.2 are hereby
amended in their entirety to read as follows:
All Major Decisions (as hereinafter defined) with respect to the
Partnership business shall require the approval of a majority vote of
the members of the Management Committee, which majority shall include
at least one GAP Representative (except as provided below) and Xxx X.
Xxxxxxx so long as he shall serve as a Brigham Representative. If Xxx
X. Xxxxxxx shall cease to serve as a Brigham Representative for any
reason, all Major Decisions shall require the approval of such other
Brigham Representative as from time to time shall be designated by
BEC. Accordingly, notwithstanding anything in this Agreement to the
contrary, neither General Partner nor the Chief Executive Officer
shall have the right or the power to make any commitment or engage in
any undertaking on behalf of the Partnership in respect of a Major
Decision unless and until the Management Committee (and both (i) a GAP
Representative (except as provided below) and (ii) Xxx X. Xxxxxxx or
his successor so designated by BEC) have authorized the same.
(b) Section 6.2(a) is hereby amended in its entirety to read as
follows:
(a) The issuance of any form of long-term debt in excess
of $1,600,000, as such amount may be adjusted on an annual basis by
the Management Committee (including at least one GAP Representative
voting in favor of such adjustment) to reflect changes in the
Partnership's financial position; provided, however, that the majority
vote or approval of the members of the Management Committee shall not
require the inclusion, vote or approval of a GAP Representative unless
such long-term debt is in excess of $3,200,000;
(c) Section 6.2(b) is hereby amended in its entirety to read as
follows:
(b) Decisions with respect to the compensation (including
cash, equity, benefits and other compensation features) of Brigham
family members who are key functional personnel at the vice
presidential (or equivalent) level or above and the implementation of
any employee benefit plan in which such key functional personnel are
eligible to participate;
(d) Section 6.2(c) is hereby amended in its entirety to read as
follows:
(c) The sale of the Partnership; the sale, lease,
transfer or disposition of all or substantially all of the assets of
the Partnership; or the sale, or disposition of assets (i) other than
in the ordinary course of business and (ii) in excess of a $500,000
selling price (or value in the event of a transfer or lease for other
than cash); provided, however, that the majority vote or approval of
the members of the Management Committee shall not require the
inclusion, vote or approval of a GAP Representative with respect to
any such sale or disposition of assets unless the selling price (or
value when applicable) is in excess of $1,000,000;
(e) Section 6.2(f) is hereby amended in its entirety to read as
follows:
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(f) The expenditure or commitment of Partnership funds in
excess of $800,000 with respect to amounts not previously included in
an annual operating or capital budget, which threshold amount
(originally $500,000) shall be increased annually by the Management
Committee to reflect changes in the Partnership's financial position;
provided, however, that the majority vote or approval of the members
of the Management Committee shall not require the inclusion, vote or
approval of a GAP Representative with respect to any such expenditure
or commitment of Partnership funds unless such expenditure or
commitment is in excess of $1,600,000;
7. Power and Authority of the Chief Executive Officer and
Managing General Partner.
(a) The first three original sentences of Section 6.4(a) are
hereby amended in their entirety to read as follows:
(a) Xxx X. Xxxxxxx shall act as Chief Executive officer
of the Partnership pursuant to the Employment Agreement and shall have
the power and authority, acting through BEC which shall be the
Managing General Partner, to conduct the day to day business and
operations of the Partnership. The Chief Executive Officer will
report to the Management Committee. The Managing General Partner,
upon the authorization or approval of the Management Committee and any
necessary Representatives or the Chief Executive Officer (acting as
such and not in any individual capacity), shall be authorized to
execute documents, instruments and other agreements on behalf of the
Partnership. Upon the request of the Chief Executive Officer, the
Managing General Partner shall be authorized to ratify and confirm all
actions of the Chief Executive Officer.
(b) References in Section 6.4(a) and 6.13(c) and elsewhere in the
Partnership Agreement to the "Managing General Partner (if acting at the
request of the Chief Executive Officer)" or of similar import shall be deemed
to refer to the Chief Executive Officer acting through the Managing General
Partner.
8. Confidentiality. Notwithstanding anything to the contrary in
Section 6.14, any of RIMCO Partners, X.X. XX, RIMCO Partners, L.P. III or RIMCO
Partners, X.X. XX may disclose the financial statements and reports furnished
to such limited partnerships (a) pursuant to Section 8.2 (a), (b), (c) and (d),
to the limited partners of such limited partnerships and (b) pursuant to
Section 8.2(e) or otherwise, to those limited partners of such limited
partnerships that (i) have executed a confidentiality agreement in form and
substance reasonably satisfactory to the Managing General Partner and (ii) are
either institutional investors or investors who are not engaged in any material
respect in the oil and gas business.
9. Reports. Section 8.2 is hereby amended in its entirety to
read as follows:
Section 8.2. Reports. The Chief Executive Officer shall
deliver to BEC, Xxxxxx, General Atlantic, GAP L.P. and (if Conversion
has occurred) RIMCO (and to such other Partners as the Chief Executive
Officer shall determine appropriate) the following financial
statements and reports at the times indicated below:
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(a) Annual Statements -- within 120 days after the end of
each fiscal year of the Partnership, audited financial statements of
the Partnership for such fiscal year, which audited financial
statements shall be prepared in accordance with generally accepted
accounting principles and shall set forth, as of the end of and for
such fiscal year, a profit and loss statement and a balance sheet of
the Partnership, and such other information as, in the judgment of the
Chief Executive Officer of the Partnership, shall be reasonably
necessary for the Partners to be advised of the financial status and
results of operations of the Partnership.
(b) Quarterly Statements -- within 45 days after the end
of the first, second and third fiscal quarters of the Partnership in
each of its fiscal years, unaudited financial statements of the
Partnership for the portion of the fiscal year then ending, which
financial statements shall be prepared in accordance with generally
accepted accounting principles and shall set forth, as of the end of
and for such portion of the fiscal year, a profit and loss statement
and a balance sheet of the Partnership, and such other information as,
in the judgment of the Chief Executive Officer of the Partnership,
shall be reasonably necessary for the Partners to be advised of the
financial status and results of operations of the Partnership.
(c) Annual Tax Information -- by March 31 of each year or
as soon thereafter as is reasonably possible, a report containing such
information as may be reasonable to enable each Partner to prepare and
file his federal income tax return and any required state income tax
return.
(d) Annual Engineering Report -- within 120 days after
the end of each fiscal year of the Partnership, a reserve engineering
report of the Partnership as of the end of such fiscal year, setting
forth the estimated oil and gas reserves of the Partnership at such
time and containing a calculation of the future net revenue from the
production of such reserves and of the discounted present value
thereof. Such reserve report shall be prepared by (or audited by) an
independent firm of petroleum reserve engineers if (and only if) the
Partnership has obtained such a report for its other purposes.
(e) Requested Information -- such other reports and
information as the Chief Executive Officer of the Partnership shall
determine or as General Atlantic or RIMCO shall reasonably request
from time to time.
10. Substitution of Transferee. For purposes of Section
9.1(c)(ii), the Managing General Partner hereby consents to the admission to
the Partnership as a Limited Partner or a substituted Limited Partner of a
corporation, all of whose outstanding capital stock is owned by RIMCO Partners,
X.X. XX, RIMCO Partners, L.P. III, RIMCO Partners, X.X. XX and/or any future
limited partnership that is managed by Resource Investors Management Company
and whose purpose and investor profile is similar to such existing RIMCO
limited partnerships.
11. Co-Sale Rights. RIMCO shall have the same rights set forth in
Section 9.8 as General Atlantic and GAP L.P. The Management Partners shall
have the same rights set forth in Section 9.8 with respect to sales of Equity
Securities by RIMCO, or any person included in such definition (other than
transfers to RIMCO Permitted Transferees), as the Management Partners have with
respect to sales of Equity Securities by either of the GA Partners.
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12. Registration Rights. RIMCO shall have the same rights set
forth in Section 10.2 as General Atlantic; subject, however, to (a) the
limitations of Section 10.3 and the other provisions of Article X and (b) the
further limitation that RIMCO may only request one registration under Section
10.2 for a registration of a Transfer of Equity Securities (rather than two as
is permitted by Section 10.3(b) for General Atlantic).
13. BEC Address. The address of BEC in Section 1.5 shall be 0000
Xxxxxx Xxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, fax number: (000) 000-0000.
14. Ratification. The Partnership Agreement, as amended by this
Amendment, is hereby ratified and confirmed in all respects.
15. Counterparts. This Amendment may be executed in several
counterparts, each of which shall be deemed an original and all of which shall
constitute but one and the same instrument.
16. Effective Date. This Amendment shall be effective as of the
date first shown above.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first shown above.
XXXXXXX EXPLORATION COMPANY
By: /s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx, Executive Vice President
GENERAL ATLANTIC PARTNERS, L.P.
By: GAP III Investors, Inc., its
General Partner
By: /s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx, Vice President
GAP-XXXXXXX PARTNERS, L.P.
By: /s/ XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx, General Partner
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/s/ XXXXXX X. XXXXXX
--------------------------------------------
XXXXXX X. XXXXXX
XXXXX X. XXXXXXX
XXXXX X. XXXXXXX
XXX X. XXXXX
By: Xxxxxxx Exploration Company,
the Attorney-in-Fact for
such Limited Partners
By:/s/ XXXX X. XXXXXXX
-----------------------------------------
Xxxx X. Xxxxxxx, Executive Vice President
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