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EXHIBIT 2.2
FIRST AMENDMENT TO
MERGER AND ASSET
CONTRIBUTION AGREEMENT
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THIS AMENDMENT (the "Amendment"), dated March 9, 1999 to that certain
Merger and Asset Contribution Agreement (the "Merger Agreement"), dated as of
December 15, 1998, by and among Hallwood Energy Corporation, a Delaware
corporation ("Hallwood Energy"); HEC Acquisition Partnership, L.P., a Delaware
limited partnership ("HEC Acquisition Partnership"); HEC Acquisition Corp., a
Delaware corporation and wholly-owned subsidiary of Hallwood Energy ("HEC
Acquisition Corp.") in its capacity as general partner of HEC Acquisition
Partnership; Hallwood Energy Partners, L.P., a Delaware limited partnership
("HEP"); HCRC Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Hallwood Energy ("HCRC Acquisition Corp."); Hallwood Consolidated
Resources Corporation, a Delaware corporation ("HCRC"); and HEPGP Ltd., a
Colorado limited partnership ("HEPGP"). Hallwood Energy, HEC Acquisition
Partnership, HEC Acquisition Corp., HEP, HCRC , HCRC Acquisition Corp. and HEPGP
are referred to collectively as the "Constituent Entities."
WHEREAS, the Constituent Entities desire to amend (the "Amendment") the
Merger Agreement pursuant to the terms set forth in the Amendment, attached
hereto as Exhibit A and, in accordance with Section 10.3 of the Merger
Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the undersigned parties hereby agree
as follows:
1. Capitalized terms used in this Amendment and not otherwise defined
have the meanings given in the Merger Agreement.
2. The Constituent Parties acknowledge that the Certificate of
Designations of the Series A Cumulative Preferred Stock of Hallwood Energy has
been revised to provide that the Series A Preferred Stock shall not be
redeemable prior to December 31, 2003, and the Constituent Parties hereby
consent to such revision pursuant to Section 7.1(i) of the Merger Agreement.
3. The eleventh recital of the Merger Agreement is hereby amended to
delete the reference to HEPGP Acquisition Corp. and to read as follows:
"WHEREAS, upon the terms and subject to the conditions of this
Agreement, HEPGP will contribute certain oil and gas related assets
(the "Asset Contribution" and, with the Mergers, sometimes referred to
herein as the "Transactions") to Hallwood Energy;"
4. Section 1.1(c) of the Merger Agreement is hereby amended to delete
the reference to HEPGP Acquisition Corp. and to read as follows:
"(c) Asset Contribution. Subject to the terms and conditions of this
Agreement, immediately prior to the Effective Time, HEPGP shall
contribute those certain oil and gas related assets and assign those
certain liabilities set forth on Schedule 1.1(c) attached hereto (the
"Contributed Assets") to Hallwood Energy."
5. Section 3.3 of the Merger Agreement is hereby amended to read as
follows:
"3.3 HEP Options. All options outstanding at the Effective Time
to purchase Common Units shall be canceled and the holder of each
option shall receive in consideration an amount in cash equal to the
product of (i) the difference between the exercise price per Common
Unit of the option to purchase Common Units held by the holder and
the average closing price of a Common Unit on the American Stock
Exchange ("AMEX") for the 30 calendar days preceding the date of the
Closing; and (ii) the total number of Common Units subject to the
option held by the holder. All options outstanding at the Effective
Time to purchase Class C Units shall be canceled and the holder of
each option shall receive in consideration an amount in cash equal
to the product of (x) the difference
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between the exercise price per Class C Unit of the option to
purchase Class C Units held by the holder and the average closing
price of a Class C Unit on AMEX for the 30 calendar days preceding
the date of the Closing; and (y) the total numbers of Class C Units
subject to the Option held by the holder."
6. Section 4.3 of the Merger Agreement is hereby amended as follows:
"4.3 HCRC Options and Warrants. All options and warrants
outstanding at the Effective Time to purchase HCRC Common Stock
shall be canceled and the holder of each option shall receive in
consideration an amount in cash equal to the product of (i) the
difference between the exercise per share of HCRC Common Stock price
of the option to purchase HCRC Common Stock held by the holder and
the average closing price of a share of HCRC Common Stock on The
Nasdaq National Market for the 30 calendar days preceding the date
of the Closing; and (ii) the total number of shares of HCRC Common
Stock subject to the Option held by the holder.
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as of the date first written above.
Hallwood Energy Corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
HEC Acquisition Partnership
By: HEC Acquisition Corp., general partner
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
HEC Acquisition Corp.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
Hallwood Energy Partners, L.P.
By: HEPGP Ltd., general partner
By: Hallwood G.P., Inc., general partner
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
HCRC Acquisition Corp.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
Hallwood Consolidated Resources Corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
HEPGP Ltd.
By: Hallwood G.P., Inc., general partner
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President
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