EXHIBIT 10.13
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EXHIBIT 10.13
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
EDP OPERATING, LTD.
(A Colorado Limited Partnership)
This Second Amendment ("Amendment") to the Second Amended and Restated
Agreement of Limited Partnership ("Agreement") of EDP Operating, Ltd., a
Colorado Limited Partnership (the "Partnership"), is executed as of the 5th day
of December, 1996, but effective as of November 27, 1996, by and between HEPGP
Ltd., a Colorado limited partnership (the "General Partner") and Hallwood Energy
Partners, L.P., a Delaware limited partnership (the "Limited Partner").
WHEREAS, Quinoco Energy, Inc. changed its name to Hallwood G.P., Inc.
effective May 25, 1990.
WHEREAS, the former General Partner, Hallwood G.P., Inc. assigned its
general partner interest to HEPGP Ltd., effective November 27, 1996.
WHEREAS, Energy Development Partners, Ltd. was merged into Hallwood
Energy Partners, L.P. in May of 1990.
WHEREAS, it is the desire of the General Partner and the Limited
Partner to amend this Agreement to evidence the change of the General Partner.
WHEREAS, this Amendment does not involve any new, increased or
additional contributions to the Partnership.
NOW, THEREFORE, the Agreement is hereby amended as follows:
"ARTICLE I
DEFINITIONS
General Partner shall mean HEPGP Ltd. or any successor admitted pursuant to
Section 10.4."
IN WITNESS WHEREOF, the undersigned have executed this Agreements as of
the date first set forth above, but effective as of November 27, 1996.
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NEW GENERAL PARTNER:
HEPGP Ltd.
By: Hallwood G.P., Inc., General Partner
By: /s/Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx, Vice President
LIMITED PARTNER:
HALLWOOD ENERGY PARTNERS, L.P.
By: HEPGP Ltd., General Partner
By: Hallwood G.P., Inc.,
General Partner
By: /s/Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx, Vice President
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