CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE AND
AGREEMENT OF LIMITED PARTNERSHIP OF
DORCHESTER HUGOTON, LTD.
April 27, 2001
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, December 15, 1997, and April 3, 1998 (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. Section 3.10 of the Restated Certificate and Agreement is hereby
amended in its entirety to read as follows:
3.10 Advisory Committee. The Partnership shall establish and maintain
(as long as required to meet the continuing listing qualifications of any
publicly traded securities market on which the Partnership's securities
trade or for so long thereafter as the General Partners deem it necessary
or advisable) an Advisory Committee to the Partnership which shall consist
of two or more individuals, none of whom is an officer or employee of the
Partnership and none of whom has any relationship with the General Partners
that would interfere with the advisors exercise of independent judgment.
Each Advisory Committee member shall be appointed by the General Partners,
on behalf of the Partnership, for two-year or three-year, if necessary,
staggered terms. Advisory Committee members shall be entitled to
indemnification by the Partnership and other immunities or liability
limitations as and to the same extent provided to the General Partners
under the Partnership Agreement or otherwise and shall be entitled to
receive reasonable compensation from the Partnership for their services and
to be reimbursed by the Partnership for any expenses incurred by them in
performing their duties on behalf of the Partnership. The Advisory
Committee will function as the audit committee of the Partnership and will
review and approve any and all transactions between the Partnership, and
the General Partners and their Affiliates, including but not limited to,
any compensation and benefits paid to the General Partners. In carrying out
its duties, the Advisory Committee shall, among other things, review and
approve the appointment of the Partnership's independent auditors annually.
In addition, the Advisory Committee will meet with representatives of the
independent auditors at least annually, review the annual financial
statements and other financial information included in the Partnership's
public reports, review changes in the significant accounting policies of
the Partnership and undertake such other activities as the General Partners
may from time to time request.
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: April 27, 2001 By:________________________________
Xxxxxxx X. Peak, President
Address: 0000 Xxxxxxxxxxxx Xxxxx
0000 Xxx Xxxxxx
Xxxxxx, Xxxxx 00000
GENERAL PARTNER:
XXXXX X. XXXXX, INC.
DATED: April 27, 2001 By: ________________________________
Xxxxx X. Xxxxx, President
Address: 0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
