CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE AND
AGREEMENT OF LIMITED PARTNERSHIP OF
DORCHESTER HUGOTON, LTD.
July 2, 1997
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 and August 9, 1995
(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. Article 2.02 is deleted in entirety and the following is
substituted therefor:
2.02 Principal Office. The principal office of the
Partnership is 0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000 - XX 00,
Xxxxxxx, Xxxxx 00000-8234. The General Partners may change the
principal office of the Partnership and the Limited Partners
shall be furnished with written notice of any such change. The
General Partners may establish such other places of business as
they may determine to be in the best interests of the
Partnership.
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: July 3, 1997 By:________________________________
Xxxxxxx X. Peak, President
Address: 0000 Xxxxxxxxxxxx Xxxxx
0000 Xxx Xxxxxx
Xxxxxx, Xxxxx 00000
GENERAL PARTNER:
XXXXX X. XXXXX, INC.
DATED: July 3, 1997 By: ________________________________
Xxxxx X. Xxxxx, President
Address: 0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
