Third Amendment to
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership II-C
This Third Amendment to Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership II-C (the "Partnership") is entered
into by and between Geodyne Resources, Inc. ("Resources"), a Delaware
corporation, as successor General Partner, Geodyne Depositary Company
("Depositary"), a Delaware corporation, as the Limited Partner, and all
Substituted Limited Partners admitted to the Partnership.
WHEREAS, on January 13, 1988, Geodyne Properties, Inc. ("Properties"), as
General partner, 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
First Amendment to Agreement whereby it changed (i) the name of the Partnership
from "PaineWebber/Geodyne Energy Income Limited Partnership II-C" to "Geodyne
Energy Income Limited Partnership II-C", (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 4th, 1993, Properties executed and entered into that
Second Amendment to the Agreement whereby it amended certain provisions 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 of
the partnership (the "General Partner") may, without prior notice or consent of
any Unit Holder (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 Unit Holders; and
WHEREAS, Properties merged with and into Geodyne Resources, Inc.
("Resources"), its parent corporation, effective June 30, 1996; and
WHEREAS, Section 6.2 of the Agreement provides that the General Partner may
assign its General Partner Interest to a Person which shall become a successor
General Partner without the Consent of the Depositary, if such assignment is in
connection with a merger; and
WHEREAS, as a result of the merger of Properties with and into Resources,
ownership of the General Partner Interest in the Partnership is assigned to
Resources by operation of law; and
-1-
WHEREAS, as a result of the merger of Properties with and into Resources,
Resources has now succeeded to the position of General Partner of the
Partnership; and
WHEREAS, Resources, as General Partner, desires to amend the Agreement in
order to reflect Resources as the new General Partner.
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 Properties, Inc. as General
Partner are hereby amended to reflect, instead, Geodyne Resources,
Inc. as General Partner.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the 1st day of July, 1996.
Geodyne Properties, Inc.
by Geodyne Resources, Inc.
as successor by merger
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
President
Geodyne Resources, Inc.
as General Partner
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
President
Geodyne Depositary Company, as the
Limited Partner
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
President
Geodyne Resources, Inc., as
Attorney-in-Fact for all Substituted
Limited Partners
By: /s/ Xxxxxx X. Xxxxx
----------------------------
Xxxxxx X. Xxxxx
President
-2-
