Third Amendment to
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership II-H
This Third Amendment to Agreement and Certificate of Limited Partnership
of Geodyne Energy Income Limited Partnership II-H (the "Partnership") is entered
into by and between Geodyne Properties, Inc. ("Properties"), a Delaware
corporation, as General Partner, Geodyne Depositary Company ("Depositary"), a
Delaware corporation, as the Limited Partner, and all Substituted Limited
Partners admitted to the Partnership.
WHEREAS, on May 17, 1989, Properties and Depositary executed and entered
into that certain Agreement and Certificate of Limited Partnership of the
Partnership (the "Agreement"); and
WHEREAS, on February 25, 1993, Properties 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 II-H to "Geodyne Energy Income Limited Partnership II-H, (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, Properties executed and entered into that
certain Second Amendment to the Agreement in order to (i) expedite the method of
accepting transfers of Unit Holders' Units in the Partnership and (ii) provide
for an optional right of repurchase/redemption which may be exercised by the
Unit Holders; and
WHEREAS, Section 11.1 of the Agreement provides that the General Partner
may, without prior notice or consent of any Unit Holder, amend any provision of
this Agreement if, in its opinion, such amendment does not have a material
adverse effect upon the Unit Holders; and
WHEREAS, Properties as General Partner desires to amend the Agreement in
order to allow transfers of Units facilitated through a matching service to the
extent they otherwise comply with Internal Revenue Service transfer regulations
applicable to non-permitted transfers for non-publicly traded limited
partnerships.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements herein contained, the parties hereto hereby agree as follows:
I. Section 8.1.A(ii) of the Agreement is hereby deleted.
II. The remaining subsections of Section 8.1A shall be renumbered
accordingly.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
this 31st day August, 1995.
GEODYNE PROPERTIES, INC.
as General Partner
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Xxxxxx X. Xxxxx
Senior Vice President
GEODYNE DEPOSITARY COMPANY,
as the Limited Partner
By: /s/ Xxxxxx X. Xxxxx
------------------------------
Xxxxxx X. Xxxxx
Senior Vice President
GEODYNE PROPERTIES, INC.,
as Attorney-in-Fact for all
Substituted Limited Partners
By: /s/ Xxxx X. Xxxxxxxx
------------------------------
Xxxx X. Xxxxxxxx
Vice President-Controller
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