FIRST AMENDMENT TO
AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
AND
FIRST AMENDMENT TO AMENDED AND RESTATED
AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP
OF
PAINEWEBBER/GEODYNE ENERGY INCOME
LIMITED PARTNERSHIP I-F
The undersigned, desiring to amend its amended and restated certificate of
limited partnership pursuant to the Oklahoma Revised Uniform Limited Partnership
Act, as amended, Okla. Stat., tit. 54, Section 301 et seq. (1991) (the "Act"),
do hereby state, and desiring to amend the Amended and Restated Agreement and
Certificate of Limited Partnership of PaineWebber/Geodyne Energy Income Limited
Partnership I-F dated as of December 17, 1986, as amended do hereby agree:
1. The name of the limited partnership is "PaineWebber/Geodyne Energy
Income Limited Partnership I-F."
The date of filing of the Original Certificate and Agreement of Limited
Partnership was September 10, 1986, as amended by the Amended and Restated
Certificate of Limited Partnership of PaineWebber/Geodyne Energy Income Limited
Partnership I-F filed on March 10, 1989.
2. The Amended and Restated Certificate of Limited Partnership is hereby
revised to change the name of the Limited Partnership to the following:
Geodyne Energy Income Limited Partnership I-F
3. (a) The Amended and Restated Certificate of Limited Partnership is
hereby revised to change the address of the limited partnership, which is the
same address where the records of the limited partnership are kept, to Two West
Second Street, Tulsa, Oklahoma 74103.
(b) The Amended and Restated Certificate of Limited Partnership is
hereby revised to change the name and address for the registered agent for
service of process to Geodyne Properties, Inc., Two West Second Street, Tulsa,
OK 74103.
-1-
4. The Amended and Restated Certificate of Limited Partnership is hereby
revised to change the name, mailing address, and business address of the general
partner as follows:
Geodyne Properties, Inc.
Two West Second Street
Tulsa, OK 74103.
5. The latest date upon which the limited partnership is to dissolve is
December 31, 1999.
6. The Amended and Restated Agreement and Certificate of Limited
Partnership is hereby revised to replace the first sentence of Section 2.2 with
the following:
The Limited Partnership shall be conducted under the name Geodyne
Energy Income Limited Partnership I-F.
7. The Amended and Restated Agreement and Certificate of Limited
Partnership is hereby revised to replace the third and fourth sentences of
Section 2.2 with the following:
The office and principal place of business of the Limited
Partnership shall be c/o Geodyne Properties, Inc., Xxx Xxxx Xxxxxx
Xxxxxx, Xxxxx, Xxxxxxxx 00000. The agent for service of process on
the Limited Partnership shall be Geodyne Properties, Inc., Two West
Second Street, Tulsa, OK 74103.
8. On December 18, 1986, PW Energy Inc., a Delaware corporation, was
merged with and into Geodyne Properties, Inc. under the name Geodyne Properties,
Inc. ("Geodyne"), as evidenced by a Certificate of Merger of PW Energy Inc. into
Geodyne Properties, Inc. filed of record on such date in the office of the
Secretary of State of Delaware in Book 466 at Page 609. Geodyne survived the
merger as the sole general partner of the PaineWebber/Geodyne Energy Income
Limited Partnership I-F.
9. In all other respects, the Amended and Restated Agreement and
Certificate of Limited Partnership is hereby ratified and confirmed.
-2-
DATED: February 24, 1993
By: Geodyne Properties, Inc.,
General Partner
By: // Xxxxxxx X. Xxxxxxxx //
-------------------------
Xxxxxxx X. Xxxxxxxx
Executive Vice President
By: Geodyne Properties, Inc.,
Attorney-in-fact
for all Limited Partners
By: // Xxxxxxx X. Xxxxxxxx //
-------------------------
Xxxxxxx X. Xxxxxxxx
Executive Vice President
-3-
