EXHIBIT 4.4
Document: P:\DOC\HEPK.DOC
-54-
EXHIBIT 4.4
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
Document: P:\DOC\HEPK.DOC
-55-
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: /s/Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
INCOMING GENERAL PARTNER:
HEPGP LTD.
By: Hallwood G.P., Inc.
By: /s/Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: President
Document: P:\DOC\HEPK.DOC
-56-
LIMITED PARTNERS
By: The Hallwood Group Incorporated,
as Attorney-in-Fact for each of
the Limited Partners
By: /s/Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
Document: P:\DOC\HEPK.DOC
-57-
