Encap Energy Capital Fund III LP, et al. – ‘SC 13D/A’ on 12/26/01 re: 3TEC Energy Corp – EX-10.10

On:  Wednesday, 12/26/01   ·   Accession #:  950129-1-504671   ·   File #:  5-48873

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Encao Energy Capital Fund Iii Lp F/3Tec Energy        18    103K 
 3: EX-10.10    Agreement to Dissolve W/E Energy Company LLC           3     10K 
 2: EX-10.9     Master Assignment & Assumption Agreement              11     30K 

EX-10.10   —   Agreement to Dissolve W/E Energy Company LLC

EX-10.10
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                                                                   EXHIBIT 10.10

AGREEMENT TO DISSOLVE W/E ENERGY COMPANY L.L.C. 

  THIS AGREEMENT TO DISSOLVE (this "Agreement") W/E ENERGY COMPANY
L.L.C., a Delaware limited liability company (the "Company"), effective as of   
the 28th day of November, 2001, is entered into by and among EnCap Energy       
Capital Fund III, L.P., a Texas limited partnership ("EnCap III LP"), EnCap     
Energy Capital Fund III-B, L.P., a Texas limited partnership ("EnCap III-B LP"),
ECIC Corporation, a Texas corporation ("ECIC"), and BOCP Energy Partners, L.P., 
a Texas limited partnership ("BOCP").                                           

W I T N E S S E T H:

   WHEREAS, the Company was formed on August 26, 1999 as 3TEC Energy
Company, LLC by filing a certificate of organization with the Secretary of State
of Delaware;                                                                    

         WHEREAS, EnCap III LP, EnCap III-B LP, ECIC, and BOCP, constituting all
of the members of the Company (the "Members"), now desire to dissolve the       
Company, liquidate its assets, and wind up its affairs; and                     

      WHEREAS, the sole assets of the Company are securities and rights to
purchase securities of 3TEC Energy Corporation.                                 

NOW, THEREFORE, in consideration of the premises, covenants,  
representations and agreements set forth in this Agreement, the Members do      
hereby agree and consent as follows:                                            

       1. Authority to Dissolve. The Members hereby agree to the dissolution
of the Company pursuant to Section 9.1(b) of the Limited Liability Company      
Agreement of the Company (the "LLC Agreement"), which provides that the Company 
may be dissolved upon the written consent of the Members of the Company.        

         2. Appointment of Liquidator. In accordance with Section 9.3 of the LLC
Agreement, David B. Miller is hereby designated to act as liquidator of the     
Company (the "Liquidator") to carry out the terms and conditions of this        
Agreement and the LLC Agreement and shall have all authority necessary to the   
performance of its duties in the course of liquidation.                         

        3. Dissolution Procedures. The Liquidator shall proceed to wind up the
affairs of the Company and liquidate and distribute the Company's assets        
according to the provisions of the Delaware Limited Liability Company Act and   
the allocation among Members set forth on Exhibit A hereto.                     

EX-10.10
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        4. Covenant of Cooperation. The Members hereby agree and promise to do
all things necessary, and to sign all documents necessary, to effect the        
dissolution, winding up, and termination of the Company.                        

        IN WITNESS WHEREOF, the undersigned have executed this Agreement dated
as of November 28, 2001.                                                        

                                   EnCap Energy Capital Fund III, L.P.

                              By:  EnCap Investments L.L.C.,
                             its general partner

   By:
                                           -------------------------------------
                                        David B. Miller, Managing Director

                                     EnCap Energy Capital Fund III-B, L.P.

                              By:  EnCap Investments L.L.C.,
                             its general partner

   By:
                                           -------------------------------------
                                        David B. Miller, Managing Director

                                     Energy Capital Investment Company PLC

   By:
                                           -------------------------------------
                      Name: Gary R. Petersen
               Title: Director

                          BOCP Energy Partners, L.P.

                              By:  EnCap Investments L.L.C.,
                     its manager

   By:
                                           -------------------------------------
                                        David B. Miller, Managing Director

EX-10.10
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 EXHIBIT A
ALLOCATION AMONG MEMBERS

NAME:                                                   PERCENTAGE OF ASSETS    
                                                     ALLOCABLE TO SUCH MEMBER:

EnCap Energy Capital Fund III, L.P.                            42.479005%       

EnCap Energy Capital Fund III-B, L.P.                          32.12694%        

Energy Capital Investment Company PLC                          15%              

BOCP Energy Partners, L.P.                                     10.394055%       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/26/01
		11/28/01		2					3,  4
		8/26/99		1
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