EXHIBIT 10.12
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EXHIBIT 10.12
AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
HEP OPERATING PARTNERS, L.P.
This Amendment ("Amendment") to the Third Amended and Restated
Agreement of Limited Partnership (the "Agreement") of HEP Operating 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 Hallwood Energy Partners, L.P., the
Limited Partners of the Partnership, and by HEPGP Ltd., the incoming general
partner of the Partnership.
WHEREAS, the Third Amended and Restated Agreement of Limited
Partnership of HEP Operating 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 10.2(b) and 11.2 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 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. To reflect 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Hallwood Group Incorporated is withdrawn as the general partner of the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.
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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. Xxxxxxxx
Title: President
LIMITED PARTNER
By: Hallwood Energy Partners, L.P.
By: The Hallwood Group Incorporated,
General Partner
By: /s/Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: President
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