EX-10.10 13 h13916exv10w10.txt LIMITED PARTNERSHIP AGREEMENT OF PHT PARTNERS EXHIBIT 10.10 AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF PHT PARTNERS, L.P. DATED AUGUST 14, 2002 AUGUST 27, 2003 AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF PHT PARTNERS, L.P. THIS AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT is entered into effective August 21, 2003, by and among PHT GAS, LLC (the "General Partner") and those persons listed as Limited Partners on Exhibit A attached hereto. 1. Exhibit A to the Limited Partnership Agreement dated August 14, 2002 is amended to reflect additional paid-in capital by certain of the Limited Partners. IN WITNESS WHEREOF, the General Partner and Limited Partners have executed this Amendment the date and year above written. GENERAL PARTNER: PHT GAS, LLC By: /s/ MARK A. BUSH ----------------------------------------- Mark A. Bush, Managing Member PARTNERS AS OF AUGUST 27, 2003
CAPITAL PERCENTAGE CONTRIBUTION INTEREST ------------- ---------- LIMITED PARTNERS: BPK Resources, Inc. $ 76,493.00 4.23% 5858 Westheimer Street, Suite 708 Houston, Texas 77057 Continental Southern Resources, Inc. $1,717,607.00 94.77% 111 Presidential Boulevard Suite 158-A Bala Cynwyd, PA 19004 GENERAL PARTNER: PHT Gas LLC 1.0% 5858 Westheimer Street, Suite 708 $ 12,000.00 Houston, Texas 77057
AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF PHT PARTNERS, L.P. DATED AUGUST 14, 2002 JUNE 23, 2003 AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF PHT PARTNERS, L.P. THIS AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT is entered into effective June 23, 2003, by and among PH GAS, LLC (the "General Partner") and those persons listed as Limited Partners on Exhibit A attached hereto. 1. ARTICLE V. CONTRIBUTIONS TO CAPITAL AND STATUS OF PARTNERS shall be amended at paragraph 5.1 (c) as follows: 5.1 Capital Contributions and Loan Amounts. (c) Additional Capital Contributions. The Partners will be required to make additional contributions to the capital of the Partnership and may at the Limited Partners' discretion loan funds, from time to time, to the Partnership. IN WITNESS WHEREOF, the General Partner and Limited Partners have executed this Amendment the date and year above written. GENERAL PARTNER: PHT GAS, LLC By: /s/ MARK A. BUSH ----------------------------------------- Mark A. Bush, Managing Member LIMITED PARTNERS: CONTINENTAL SOUTHERN RESOURCES, INC. By: /s/ STEPHEN P. HARRINGTON --------------------------------- Stephen P. Harrington, President BPK RESOURCES, INC. By: /s/ JOHN B. CONNALLY --------------------------------- John B. Connally, III, President PARTNERS AS OF AUGUST 27, 2003
CAPITAL PERCENTAGE CONTRIBUTION INTEREST ------------- ---------- LIMITED PARTNERS: BPK Resources, Inc. $ 72,665.00 4.23% 5858 Westheimer Street, Suite 708 Houston, Texas 77057 Continental Southern Resources, Inc. $1,629,890.00 94.77% 111 Presidential Boulevard Suite 158-A Bala Cynwyd, PA 19004 GENERAL PARTNER: PHT Gas LLC 1.0% 5858 Westheimer Street, Suite 708 $ 12,000.00 Houston, Texas 77057
AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF PHT PARTNERS, L.P. DATED AUGUST 27, 2003 February 26, 2004 AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF PHT PARTNERS, L.P. THIS AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT is entered into effective February 26, 2004, by and among PHT Holding GP, LLC (the "General Partner") and those persons listed as Limited Partners on Exhibit A attached hereto. 1. ARTICLE I. DEFINITIONS shall be amended to replace the definition of General Partner and to add the definitions of Other Partners and Converted General Partner as follows: "General Partner" means PHT Holding GP, LLC. "Other Partners" means PHT Holding GP, LLC and all Limited Partners except PHT Gas, LLC. "Converted General Partner" means PHT Gas, LLC. 2. ARTICLE VI. DISTRIBUTIONS; ALLOCATION OF PROFITS AND LOSSES; CAPITAL ACCOUNTS shall be amended at 6.1(a)(i) and (ii) and 6.2(a)(iii) as follows: 6.1 Cash Available for Distribution. (a) Distribution Prior to Liquidation. (i) First , 99 percent to the Other Partners in proportion to and to the extent of their Unreturned Capital Balances and one percent to the Converted Partner until all Unreturned Capital Balances have been reduced to zero; (ii) Then, 80 percent to the Other Partners in proportion to their Percentage Interests and 20 percent to the Converted General Partner. 6.2 Allocation of Profits and Losses. (a) Allocation of Profits. (iii) Then, 75 percent to the Other Partners in proportion to their Percentage Interests and 25 percent to the Converted General Partner. 3. Exhibit A to the Limited Partnership Agreement dated February 26, 2004 is amended to reflect admission of PHT Holding GP, LLC and change in status of PHT Gas, LLC from general partner to limited partner. [SIGNATURE PAGE FOLLOWS] 1 IN WITNESS WHEREOF, the General Partner and Limited Partners have executed this Amendment the date and year above written. GENERAL PARTNER: PHT HOLDING GP, LLC By: /s/ STEPHEN P. HARRINGTON ------------------------------------------ Stephen P. Harrington, Manager LIMITED PARTNERS: CONTINENTAL SOUTHERN RESOURCES, INC. By: /s/ STEPHEN P. HARRINGTON ------------------------------------------ Stephen P. Harrington, President PHT GAS, LLC By: /s/ MARK A. BUSH ------------------------------------------ Mark A. Bush, Managing Member BPK RESOURCES, INC. By: ------------------------------------------ John B. Connally, III, President 2 PARTNERS AS OF FEBRUARY 26, 2004 -------------------------------------------------------------------------- CAPITAL PERCENTAGE CONTRIBUTION INTEREST -------------------------------------------------------------------------- LIMITED PARTNERS: -------------------------------------------------------------------------- PHT Gas, LLC $ 12,000.00 1.00% 5858 Westheimer Street, Suite 708 Houston, Texas 77057 -------------------------------------------------------------------------- BPK Resources, Inc. $ 76,493.00 4.23% 5858 Westheimer Street, Suite 708 Houston, Texas 77057 -------------------------------------------------------------------------- Continental Southern Resources, Inc. $1,717,607.00 93.77% 111 Presidential Boulevard Suite 158-A Bala Cynwyd, PA 19004 -------------------------------------------------------------------------- GENERAL PARTNER: -------------------------------------------------------------------------- PHT Holding GP, LLC -- 1.00% 111 Presidential Boulevard Suite 158-A Bala Cynwyd, PA 19004 -------------------------------------------------------------------------- Exhibit A Page 1