FIRST AMENDMENT
TO
AGREEMENT OF PARTNERSHIP
PW/GEODYNE PRODUCTION PARTNERSHIP II-D
The Agreement of Partnership of PW/Geodyne Production Partnership II-D
dated May 10, 1988 (the "Agreement") is hereby amended as follows:
A. The first sentence of Section 2.1 is hereby deleted and replaced
by the following provision:
"The Production Partnership shall be conducted under the name Geodyne
Production Partnership II-D."
B. All references in the Agreement to "PW/Geodyne Production
Partnership II-D" are hereby changed to "Geodyne Production Partnership II-D."
C. The third sentence of Section 2.1 is hereby deleted and replaced
by the following provision:
"The office and principal place of business of the Production Partnership
shall be c/o Geodyne Production Company, Xxx Xxxx Xxxxxx, Xxxxx, Xxxxxxxx
00000."
D. The name of the "General Partner" and the "Limited Partnership"
reflected in Article One has been changed from "PaineWebber/Geodyne Energy
Income Limited Partnership II-D" to "Geodyne Energy Income Limited Partnership
II-D". All references in the Agreement to the name of the "General Partner" and
the "Limited Partnership" are hereby changed to reflect this name change. This
change reflects a name change only and not a change of entity.
In all other respects the Agreement is hereby ratified and affirmed.
DATED: February 26, 1993
Managing Partner:
Geodyne Production Company
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Executive Vice President
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General Partner:
Geodyne Energy Income Limited
Partnership II-D
By: Geodyne Properties, Inc. General
Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx,
Executive Vice President
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