THIRD AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF PARTNERSHIP
GEODYNE ENERGY INCOME PRODUCTION
PARTNERSHIP I-D
This Third Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership I-D (the "Partnership") is entered
into by and between Geodyne Resources, Inc. ("Resources"), a Delaware
corporation, as successor Managing Partner, and Geodyne Energy Income Limited
Partnership I-D ("Geodyne I-D"), as General Partner.
WHEREAS, on December 10, 1985, Geodyne Production Company ("Production"),
as Managing Partner, and Geodyne I-D, as General Partner, executed and entered
into that certain Agreement of Partnership of PaineWebber/Geodyne Energy Income
Production Partnership I-D (the "Preformation Agreement"); and
WHEREAS, on March 4, 1986, Production and Geodyne I-D executed and entered
into that certain Amended and Restated Agreement of Partnership (the
"Agreement"); and
WHEREAS, on February 26, 1993, but effective March 1, 1993, Production and
Geodyne I-D executed and entered into that certain First Amendment to Amended
and Restated Agreement of Partnership (the "Agreement"), whereby it changed (i)
the name of the Partnership from "PaineWebber/Geodyne Energy Income Production
Partnership I-D" to "Geodyne Energy Income Production Partnership I-D", (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 July 1, 1996, Production and Geodyne I-D executed and entered
into that certain Second Amendment to Agreement, whereby all references in the
Agreement to Geodyne Production Company as Managing Partner were amended to
reflect, instead, Geodyne Resources, Inc. ("Resources") as Managing Partner; and
WHEREAS, Section 10.1 of the Agreement provides that the Managing Partner
(as defined in the Agreement) may, without prior notice or consent of any other
Partner (as defined in the Agreement), amend any provision of this Agreement if,
in its opinion, such amendment does not have a material adverse effect upon the
Limited Partnership (as defined in the Agreement); and
WHEREAS, the Agreement defines Managing Partner to mean Production and PW
Production, Inc., and
WHEREAS, the Agreement provides for the existence of a Management
Committee, to be composed of two representatives of each Managing Partner, and
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WHEREAS, on December 18, 1986, the two Managing Partners, Production and
PW Production, Inc., merged, with Production as the survivor, and
WHEREAS, as a result of said merger there is no longer a Management
Committee for the Partnership; and
WHEREAS, Resources, as successor Managing Partner, desires to amend the
Agreement to substitute throughout the agreement the term "Managing Partner" for
"Management Committee", and
WHEREAS, Section 2.4 of the Agreement provides that the Partnership shall
continue in full force and effect until December 31, 1999, provided that the
Management Committee may extend the term of the Partnership for up to five
periods of two years each or until dissolution prior thereto pursuant to the
provisions of the Agreement, and
WHEREAS, Resources has elected to extend the life of the Partnership an
additional two years.
NOW, THEREFORE, BE IT RESOLVED that in consideration of the covenants,
conditions and agreements herein contained, the parties hereto hereby agree as
follows:
All references in the Agreement to "Management Committee" are hereby
amended to reflect, instead, "Managing Partner."
FURTHER RESOLVED, that Section 2.4. is hereby amended and restated as
follows:
The Production Partnership shall continue in force and effect
until December 31, 2001, provided that the Managing Partner may
extend such term for up to five periods of two years each, or until
dissolution prior thereto pursuant to the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
the 30th day of December, 1999.
Geodyne Resources, Inc.
as Managing Partner
By: // Xxxxxx X. Xxxxx //
---------------------
Xxxxxx X. Xxxxx
President
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Geodyne Energy Income Limited
Partnership I-D
as General Partner
By Geodyne Resources, Inc.
General Partner
By: // Xxxxxx X. Xxxxx //
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Xxxxxx X. Xxxxx
President
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