§ 121-208. Restated certificate of limited partnership. (a) A limited
partnership may restate in a single certificate the text of its
certificate of limited partnership, without making any amendment
thereby. Alternatively, a limited partnership may restate in a single
certificate the text of its certificate of limited partnership and as
amended thereby to effect any one or more of the amendments authorized
by this article.

(b) If the restated certificate of limited partnership merely restates
and integrates but does not amend or further amend the certificate of
limited partnership, it shall be executed by a general partner. If the
restated certificate also amends or further amends the certificate of
limited partnership, it shall be executed in accordance with section
121-204 of this article.

(c) The restated certificate shall be filed with the department of
state in accordance with section 121-206 of this article and shall set
forth:

(1) the name of the limited partnership and, if it has been changed,
the name under which it was formed;

(2) the date of filing of its certificate of limited partnership;

(3) if the restated certificate restates the text of the certificate
of limited partnership without making any amendments, then a statement
that the text of the certificate of limited partnership is thereby
restated without amendment to read as therein set forth in full; or

(4) if the restated certificate restates the text of the certificate
of limited partnership, and is amended thereby, then a statement that
the certificate of limited partnership is amended to effect one or more
of the amendments authorized by this article, specifying each such
amendment and that the text of the certificate of limited partnership is
thereby restated as amended to read as therein set forth in full.

(d) Any amendments effected in connection with the restatement of the
certificate of limited partnership shall be subject to any other
provision of this article which would apply if a separate certificate of
amendment were filed to effect such amendment.