1
EXHIBIT 10.29
AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
XXXXXXXX-XXXX, X.X.
This Amendment to the Amended and Restated Agreement of Limited
Partnership (the "Agreement") of Xxxxxxxx-Xxxx, X.X. (the "Partnership") is made
as of April 14, 2000 by and among EXCO Resources, Inc., a Texas corporation as
the general partner of the Partnership, Taurus Acquisition, Inc., a Texas
corporation, as resigning limited partner of the Partnership, EXCO (Delaware),
Inc., a Delaware corporation, as a new limited partner of the Partnership,
Xxxxxxxx Oil Corporation, as a limited partner of the Partnership, Xxxxxxx X.
Xxxxxxxx, as a limited partner of the Partnership and X.X. Xxxx, as a limited
partner of the Partnership. The Partnership is a duly formed limited partnership
under the Texas Revised Limited Partnership Act. The Agreement was unanimously
adopted by all of the partners of the Partnership on March 24, 2000.
The Agreement is hereby amended in accordance with Section 10.5 of the
Agreement as follows:
1. The Agreement is hereby amended to change the name of the
Partnership from "Xxxxxxxx-Xxxx, X.X." to "Pecos-Xxxxx, X.X." and to reflect the
transfer of a 50% limited partnership interest in the Partnership from Taurus
Acquisition, Inc. to EXCO (Delaware), Inc. Capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the Agreement.
2. Section 1.2 of the Agreement is hereby amended and restated in its
entirety as follows:
1.2 Name and Certificate. The name of the Partnership is
"Pecos-Xxxxx, X.X." The General Partner shall promptly cause to be prepared and
filed a separate amended and restated certificate of limited partnership to
satisfy the requirements of the Act.
3. The definition of "EXCO Partners" in Section 2.1 of the Agreement is
hereby amended and restated in its entirety:
"EXCO Partners" means EXCO (Delaware), Inc. and EXCO
Resources, Inc.
4. The definition of "Partnership" in Section 2.1 of the Agreement is
hereby amended and restated in its entirety:
"Partnership" means Pecos-Xxxxx, X.X., a Texas limited
partnership.
5. Exhibit "A" to the Agreement is hereby amended and restated in its
entirety as follows:
2
EXHIBIT A
1. Name of Partnership: Pecos-Xxxxx, X.X.
2. Address, Telephone and Facsimile c/o EXCO Resources, Inc.
Number of Principal Office: 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
3. Registered Agent and Office: Xxxxxxx X. Xxxxxx
EXCO Resources, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
4. General Partner: EXCO Resources, Inc.
a Texas corporation
Address, Telephone and Facsimile 0000 Xxxxxxxx Xxxxx
Number of Principal Office: Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Initial Contribution: $68,628.00
Interest in Partnership: 1% General Partner Interest
Time of or Events Requiring
Additional Contribution(s): As provided in the Partnership Agreement
Effective Date
Became Partner: March 24, 2000
5. Limited Partner: X. X. Xxxx ("Hill")
Address, Telephone and Facsimile
Number of Principal Office: 0000 Xxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Initial Contribution: $49,000.00
After Reevaluation of the
Property, the Capital Account
After Admission of
- 2 -
3
EXCO Resources, Inc is: $1,730,373.00
Interest in Partnership: 24.5% Limited Partner Interest
Time of or Events Requiring
Additional Contribution(s): As provided in the Partnership Agreement
Effective Date February 17, 2000
Became Partner:
6. Limited Partner: Xxxxxxx X. Xxxxxxxx ("Xxxxxxxx")
Address, Telephone and Facsimile
Number of Principal Office: 0000 Xxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Initial Contribution: $49,000.00
After Reevaluation of the
Property, the Capital Account
After Admission of
EXCO Resources, Inc. is: $1,661,745.00
Interest in Partnership: 23.5% Limited Partner Interest
Time of or Events Requiring
Additional Contribution(s): As provided in the Partnership Agreement
Effective Date
Became Partner: February 17, 2000
7. Limited Partner: Xxxxxxxx Oil Corporation
Address, Telephone and Facsimile
Number of Principal Office: 0000 Xxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Initial Contribution: $2,000.00
After Reevaluation of the
Property, the Capital Account
After Admission of
- 3 -
4
EXCO Resources, Inc. is: $70,627.00
Interest in Partnership: 1% Limited Partner Interest
Time of or Events Requiring
Additional Contribution(s): As provided in the Partnership Agreement
Effective Date
Became Partner: February 17, 2000
8. Limited Partner: EXCO (Delaware), Inc. ("EXCO Delaware"),
a Delaware corporation
Address, Telephone and Facsimile c/o EXCO Resources, Inc.
Number of Principal Office: 0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Initial Contribution: $3,431,372
Interest in Partnership: 50% Limited Partner Interest
Time of or Events Requiring
Additional Contribution(s): As provided in the Partnership Agreement
Effective Date
Became Partner: April 14, 2000
6. Except as provided for in this Amendment, the Agreement, as amended,
shall remain in full force and effect and is hereby reaffirmed.
* * * * *
- 4 -
5
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.
GENERAL PARTNER:
EXCO RESOURCES, INC.
By: /s/ X. X. XXXXXX
--------------------------------------
Name: X. X. Xxxxxx
Title: President
LIMITED PARTNERS:
TAURUS ACQUISITION, INC., as resigning
limited partner
By: /s/ X. X. XXXXXX
--------------------------------------
Name: X. X. Xxxxxx
Title: President
EXCO (DELAWARE), INC., as new limited partner
By: /s/ X. X. XXXXXX
--------------------------------------
Name: X. X. Xxxxxx
Title: President
XXXXXXXX OIL CORPORATION
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
/s/ XXXXXXX X. XXXXXXXX
-----------------------------------------
XXXXXXX X. XXXXXXXX
/s/ X.X. XXXX
-----------------------------------------
X.X. XXXX
- 5 -
