AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
HALLWOOD ENERGY PARTNERS, L.P.
This Amendment ("Amendment") to the Third Amended and Restated Agreement of
Limited Partnership (the "Agreement") of Hallwood Energy Partners, L.P. (the
"Partnership"), is executed as of November 26, 1996, by The Hallwood Group
Incorporated, a Delaware corporation, as the outgoing general partner of the
Partnership on behalf of itself and the Limited Partners on the books and
records of the Partnership, pursuant to the powers of attorney executed by such
Limited Partners, and by HEPGP Ltd., the incoming general partner of the
Partnership.
WHEREAS, the Third Amended and Restated Agreement of Limited Partnership of
Hallwood Energy Partners, L.P. was entered into on May 9, 1990, with Hallwood
Energy Corporation as the sole general partner.
WHEREAS, Hallwood Energy Corporation was merged into The Hallwood Group
Incorporated effective November 26, 1996;
WHEREAS, pursuant to Sections 11.2(b) and 12.3 of the Agreement, The
Hallwood Group Incorporated assumed the rights and duties of the General Partner
as a result of its merger with Hallwood Energy Corporation;
WHEREAS, the General Partner has determined that the Agreement permits, and
that it is in the best interest of the Partnership to effect, the Amendment of
the Partnership to authorize the transfer of the general partner interest to a
limited partnership 100% of the interest of which is owned by The Hallwood Group
Incorporated;
WHEREAS, the General Partner has determined that the Agreement permits, and
that it is in the best interest of the Partnership to effect, the transfer of
the general partner interest in the Partnership to HEPGP Ltd., a limited
partnership 100% of the interest of which is owned by The Hallwood Group
Incorporated, with the effect that HEPGP Ltd. become the new general partner of
the Partnership.
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Section 11.2(b) of the Agreement is revised to read in its entirety as
follows:
"(b) Neither subsection (a) of this Section nor any other provision of
this Agreement shall be construed to prevent (and all Partners hereby expressly
consent to) the transfer by the General Partner upon its merger or consolidation
into any other corporation, the transfer by it of all or substantially all of
its assets to another corporation, and the assumption of the rights and duties
of the General Partner by the transferee corporation or the transfer by it of
its Partnership Interest as a General Partner to a corporation, partnership,
limited liability company or other entity, all of the equity interests of which
are owned, and continue to be owned, directly or indirectly by the transferor;
provided the transferee certifies that it is a United States Citizen, and
furnishes to the Partnership an Opinion of Independent Counsel that such merger,
consolidation, transfer or assumption will not result in a loss of limited
liability of any Limited Partner, or the limited partner in any Operating
Partnership or result in the Partnership, or any Operating Partnership, being
treated as an association taxable as a corporation for federal income tax
purposes."
2. That HEPGP Ltd. be and it is hereby admitted and substituted as the
general partner of the Partnership for all purposes, The Hallwood Group
Incorporated is withdrawn as the general partner of the Partnership, and all
references to the General Partner in the Agreement shall refer to HEPGP Ltd.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first set forth above.
OUTGOING GENERAL PARTNER:
THE HALLWOOD GROUP INCORPORATED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
INCOMING GENERAL PARTNER:
HEPGP LTD.
By: Hallwood G.P., Inc.
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
LIMITED PARTNERS
By: The Hallwood Group Incorporated,
as Attorney-in-Fact for each of the
Limited Partners
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
THE STATE OF TEXAS )
)ss.
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, on this day personally appeared
_____________________________, _____________________ of The Hallwood Group
Incorporated, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he executed the same on behalf
of for the purposes and consideration therein expressed.
Notary Public in and for the State of Texas
--------------------------------------------
Print Name
My Commission Expires:__________________________
THE STATE OF TEXAS )
)ss.
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, on this day personally appeared
_____________________________, _____________________ of HEPGP Ltd., known to me
to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same on behalf of for the purposes and
consideration therein expressed.
-
Notary Public in and for the State of Texas
--------------------------------------------
Print Name
My Commission Expires:________________________
THE STATE OF TEXAS )
)ss.
COUNTY OF DALLAS )
BEFORE ME, the undersigned authority, on this day personally appeared
_____________________________, _____________________ of The Hallwood Group
Incorporated, as Attorney-in-Fact for the Limited Partners, known to me to be
the person whose name is subscribed to the foregoing instrument and acknowledged
to me that he executed the same on behalf of for the purposes and consideration
therein expressed.
Notary Public in and for the State of Texas
--------------------------------------------
Print Name
My Commission Expires:________________________