SECOND AMENDMENT TO
AGREEMENT OF PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-4
This Second Amendment to Agreement of Partnership of PW/Geodyne NPI
Partnership P-4 (the "Partnership") is entered into by and between Geodyne
Resources, Inc. ("Resources"), a Delaware corporation, as successor Managing
Partner, and Geodyne Institutional/Pension Energy Income Limited Partnership P-4
("Geodyne P-4"), as General Partner.
WHEREAS, on April 24, 1989, Geodyne Energy Company ("Energy"), as Managing
Partner, and Geodyne P-4, as General Partner, executed and entered into that
certain Agreement of Partnership of PW/Geodyne NPI Partnership P-4 (the
"Agreement"); and
WHEREAS, on February 26, 1993, Energy and Geodyne P-4 executed and entered
into that certain First Amendment to Agreement, whereby it changed (i) the name
of the Partnership from "PW/Geodyne NPI Partnership P-4" to "Geodyne NPI
Partnership P-4", (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, Section 10.1 of the Agreement provides that the managing partner
of the partnership (the "Managing Partner") may, without prior notice or consent
of any other Partner (as defined in the Amended 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 Amended
Agreement); and
WHEREAS, Energy merged with and into Geodyne Resources, Inc.
("Resources"), its parent corporation, effective June 30, 1996; and
WHEREAS, Section 6.1 of the Agreement provides that the Managing Partner
may assign its Managing Partner Interest to any entity which shall become a
successor Managing Partner, if such assignment is in connection with a merger;
and
WHEREAS, as a result of the merger of Energy with and into Resources,
ownership of the Managing Partner Interest in the Partnership is assigned to
Resources by operation of law; and
WHEREAS, as a result of the merger of Energy with and into Resources,
Resources has now succeeded to the position of Managing Partner of the
Partnership; and
WHEREAS, Resources, as Managing Partner, desires to amend the Agreement in
order to reflect Resources as the new Managing Partner.
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NOW, THEREFORE, in consideration of the covenants, conditions and
agreements herein contained, the parties hereto hereby agree as follows:
All references in the Agreement to Geodyne Energy Company as Managing
Partner are hereby amended to reflect, instead, Geodyne Resources,
Inc. as Managing Partner.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the 1st day of July, 1996.
Geodyne Energy Company
by Geodyne Resources, Inc.
as successor by merger
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
President
Geodyne Resources, Inc.
as Managing Partner
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
President
Geodyne Institutional/Pension
Energy Income Limited
Partnership P-4
as General Partner
By Geodyne Resources, Inc.
General Partner
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
President
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