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EXHIBIT 10.1.2
AMENDMENT NO. 2 TO AGREEMENT OF LIMITED PARTNERSHIP
XXXXXXX OIL & GAS, L.P.
THIS AMENDMENT NO. 2 TO AGREEMENT OF LIMITED PARTNERSHIP (this
"Amendment"), dated September 20, 1994, 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, a Texas resident, and those additional persons (the "Employee
Partners") whose names appear on the signature page of this Amendment.
R E C I T A L S:
WHEREAS, the parties other than the Employee Partners have previously
entered into that certain Agreement of Limited Partnership dated as of May 1,
1992, which was amended by Amendment No. 1 to Agreement of Limited Partnership
dated as of May 1, 1992 (the "Partnership Agreement"), establishing Xxxxxxx Oil
& Gas, L.P. (the "Partnership);
WHEREAS, Section 3.8(b) of the Partnership Agreement permits the
Partnership to adopt plans for the benefit of employees of the Partnership,
including plans involving the issuance of partnership interests;
WHEREAS, the Partnership has established the Xxxxxxx Oil & Gas, L.P.
Employee Equity Interests Plan (the "Plan") and, pursuant thereto, has
designated the Employee Partners as participants thereunder; and
WHEREAS, each of the Employee Partners and the Partnership have entered
into Participation Agreements of even date herewith (the "Participation
Agreements");
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, the parties hereto do hereby agree
as follows:
1. Defined Terms. Any capitalized terms used herein and not otherwise
defined shall have the respective meanings assigned to them in the Partnership
Agreement.
2. Admission of Employee Partners. Each of the Employee Partners is
hereby admitted as a Limited Partner in the Partnership pursuant to Section 3.8
of the Partnership Agreement.
3. Post Threshold Ratios. The Post Threshold Ratios of the Partners
shall be adjusted to reflect the admission of the Employee Partners as provided
in the definition of such term and in the Participation Agreements.
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4. Initial Capital of Employee Partners. The Employee Partners shall
not be required to make any Capital Contributions to the Partnership and shall
have an initial Capital Account balance of zero as of the date hereof.
5. Reports. The Employee Partners shall be entitled to receive those
reports as are described in Section 8.2 of the Partnership Agreement and such
other information as may be reasonably requested by the Employee Partners from
time to time provided the disclosure of such information is in the best
interests of the Partnership as determined by the Managing General Partner in
its sole and absolute discretion.
6. Rights of Employee Partners. Except as otherwise required by the
Act, and notwithstanding any provision of the Partnership Agreement to the
contrary, the rights of the Employee Partners shall be only those rights
specifically granted to them in the Participation Agreements and in this
Amendment. In the event of any conflict between the rights granted to Limited
Partners under the Partnership Agreement and the rights granted to Employee
Partners under the Participation Agreements or this Amendment, the
Participation Agreements and this Amendment shall control. In the event of any
conflict between the rights granted to the Employee Partners under the
Participation Agreements and the rights granted to them under this Amendment,
the Participation Agreements shall control.
7. Rights to Acquire Additional Interests. Notwithstanding any
provision of the Partnership Agreement to the contrary, the Employee Partners
shall not have any right to acquire additional interests in the Partnership.
The Employee Partners shall have no right to acquire additional securities
under Section 3.7 of the Partnership Agreement and any purchase of an interest
by the Partnership under Article IX of the Partnership Agreement shall affect
only the interests of those Partners other than the Employee Partners.
8. Ratification. The Partnership Agreement, as amended by this
Amendment and as modified with respect to the Employee Partners by the
Participation Agreements, is hereby ratified and confirmed in all respects.
9. Counterparts. This Amendment may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment this
30th day of September, 1994, but effective as of the date first above written.
XXXXXXX EXPLORATION COMPANY
By: /s/ XXX X. XXXXXXX
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Xxx X. Xxxxxxx, President
GENERAL ATLANTIC PARTNERS, L.P.
By: GAP III Investors, Inc., its
General Partner
By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
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Title: President
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GAP-XXXXXXX PARTNERS, L.P.
By: /s/ XXXXXXX X. XXXXXXXX
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General Partner
/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
EMPLOYEE PARTNERS:
Xxx X. Xxxxx
Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
By: Xxxxxxx Exploration Company,
Managing General Partner and
Attorney-in-Fact
By: /s/ XXX X. XXXXXXX
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Xxx X. Xxxxxxx, President
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