Fifth Amendment to
Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-B
This Fifth Amendment to Agreement of Limited Partnership of Geodyne Energy
Income Limited Partnership III-B (the "Partnership") is entered into by and
between Geodyne Resources, Inc. ("Resources"), a Delaware corporation, as
successor General Partner, Geodyne Depositary Company ("Depositary"), a Delaware
corporation, as the Limited Partner, and all Substituted Limited Partners
admitted to the Partnership.
WHEREAS, on January 24, 1990, Geodyne Production Company ("Geodyne"), as
General Partner and Depositary executed and entered into that certain Agreement
of Limited Partnership of the Partnership (the "Agreement"); and
WHEREAS, on February 25, 1993, Geodyne executed and entered into that
certain First Amendment to the Agreement of Limited Partnership whereby it
changed (i) the name of the Partnership from "PaineWebber/Geodyne Energy Income
Partnership III-B" to "Geodyne Energy Income Limited Partnership III-B", (ii)
the address of the Partnership's principal place of business, and (iii) the
address for the Partnership's agent for service of process; and
WHEREAS, on August 4, 1993, Geodyne executed and entered into that certain
Second Amendment to the Agreement of Limited Partnership in order to (i)
expedite the method of accepting transfers of Unit Holders' (as defined in the
Agreement) Units in the Partnership and (ii) provide for an optional right of
repurchase/redemption which may be exercised by the Unit Holders; and
WHEREAS, on August 31, 1995, Geodyne executed and entered into that
certain Third Amendment to the Agreement of Limited Partnership whereby Section
8.1.A(ii) of the Agreement was deleted in order to allow transfers of Units
facilitated through a matching service to the extent that they otherwise comply
with Internal Revenue Service transfer regulations applicable to non-permitted
transfers for non-publicly traded limited partnerships; and
WHEREAS, on June 30, 1996, Geodyne merged into Geodyne Resources, Inc.
("Resources"); and
WHEREAS, on July 1, 1996, Resources, as successor via merger to
Properties, executed and entered into, as General Partner, that certain Fourth
Amendment to the Agreement of Limited Partnership whereby it amended the
Agreement to provide that Resources, as successor via merger to Geodyne, is the
General Partner of the Partnership; and
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WHEREAS, Section 2.3 of the Agreement provides that the Partnership shall
continue in full force and effect for a period of ten (10) years from the date
of its Activation (as defined in the Agreement), provided that the General
Partner may extend the term of the Partnership for up to five periods of two
years each if it believes each such extension is in the best interests of the
Unit Holders or until dissolution prior thereto pursuant to the provisions of
the Agreement, and
WHEREAS, Resources as General Partner has elected to extend the life of
the Partnership an additional two years.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements herein contained, the parties hereto hereby agree as follows:
Section 2.3. is hereby amended and restated as follows:
The Partnership shall continue in force and effect until
January 25, 2002, provided that the General Partner may extend the
term of the Partnership for up to four periods of two years each if
it believes such extension is in the best interests of the Unit
Holders, or until dissolution prior thereto pursuant to the
provisions hereof.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
this 30th day of December, 1999.
GEODYNE RESOURCES, INC.,
as General Partner
By: // Xxxxxx X. Xxxxx //
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Xxxxxx X. Xxxxx
President
GEODYNE DEPOSITARY COMPANY,
as the Limited Partner
By: // Xxxxxx X. Xxxxx //
---------------------
Xxxxxx X. Xxxxx
President
GEODYNE RESOURCES, INC.
as Attorney-in-Fact for all
Substituted Limited Partners
By: // Xxxxxx X. Xxxxx //
---------------------
Xxxxxx X. Xxxxx
President
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