CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE AND
AGREEMENT OF LIMITED PARTNERSHIP OF
DORCHESTER HUGOTON, LTD.
April 3, 1998
This Certificate of Amendment to Amended and Restated Certificate and
Agreement of Limited Partnership of Dorchester Hugoton, Ltd., a Texas limited
partnership (the "Partnership") is made and adopted on behalf of the Partnership
by P.A. Peak, Inc., a Delaware corporation ("Peak") and Xxxxx X. Xxxxx, Inc., a
Delaware corporation ("Xxxxx"), the General Partners (herein so called) of the
Partnership.
A. The Partnership was originally formed by the filing of a Certificate and
Agreement of Limited Partnership in the office of the Secretary of State of
Texas on June 17, 1982. The original Certificate and Agreement was amended and
restated by that certain Xxxxxxx and Restated Certificate and Agreement of
Limited Partnership of the Partnership filed in the office of the Secretary of
State of Texas on August 20, 1982 and subsequently amended by Certificates of
Amendment filed in the office of the Secretary of State of Texas on or about
July 30, 1985, October 20, 1987, November 10, 1988, August 3, 1989, April 26,
1990, August 30, 1990, February 15, 1991, December 29, 1994, August 9, 1995,
July 2, 1997, and December 15, 1997 (as so amended, the "Restated Certificate
and Agreement").
B. Effective September 1, 1992, the Partnership became subject to and
thereafter governed by the Texas Revised Limited Partnership Act (the "TRLPA").
C. The General Partners hereby amend the Restated Certificate and
Agreement, as permitted by and in accordance with the TRLPA and Section 11.03 of
the Restated Certificate and Agreement, as follows:
1. Effective March 1, 1998 Section 3.08(a) of the Restated Certificate and
Agreement is hereby amended in its entirety to read as follows:
3.08 COMPENSATION OF GENERAL PARTNERS.
(a) Subject to the provisions of Section 3.08(b) below, in addition to
reasonable severance payments, the General Partners shall be entitled to
receive reasonable compensation from the Partnership for services rendered
in operating and managing the Partnership in an annual aggregate amount
equal to $350,000 plus one percent (1%) of Gross Income, or such lesser
amount as the General Partners may from time to time determine is
appropriate. The compensation and severance payments payable to the General
Partners under this Section 3.08(a) shall be divided among the General
Partners equally or as they may otherwise mutually agree. For purposes of
this Section, the term "Gross Income" shall mean the annual gross income of
the Partnership from the Partnership Properties.
IN WITNESS WHEREOF, this Certificate of Amendment to Amended and
Restated Certificate and Agreement of Limited Partnership of Dorchester
Hugoton, Ltd. has been executed by the following General Partners on the
date(s) indicated below, to be effective as of the day and year this
Certificate of Amendment is filed in the office of the Secretary of State
of Texas.
GENERAL PARTNER:
P.A. PEAK, INC.
DATED: March 26, 1998 By:________________________________
Xxxxxxx X. Peak, President
Address: 0000 Xxxxxxxxxxxx Xxxxx
0000 Xxx Xxxxxx
Xxxxxx, Xxxxx 00000
GENERAL PARTNER:
XXXXX X. XXXXX, INC.
DATED: March 26, 1998 By: ________________________________
Xxxxx X. Xxxxx, President
Address: 0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
