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EXHIBIT 2.3
SECOND AMENDMENT TO
MERGER AND ASSET
CONTRIBUTION AGREEMENT
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THIS AMENDMENT (the "Amendment"), dated April 29, 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 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. A new Section 8.1(i) is hereby added in its entirety as follows:
"(i) On or before the Effective Time, that certain Financial
Consulting Agreement, dated as of December 31, 1996 between Hallwood Petroleum,
Inc. and The Hallwood Group Incorporated shall be terminated."
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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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