Third Amendment to
Amended and Restated
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership I-D
This Third Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership of Geodyne Energy Income Limited Partnership I-D (the
"Partnership") is entered into by and between Geodyne Resources, Inc.
("Resources"), a Delaware corporation, as successor General Partner, and all
Substituted Limited Partners admitted to the Partnership.
WHEREAS, on December 20, 1985, Geodyne Properties, Inc. ("Properties"), as
General Partner, and the Initial Limited Partner executed and entered into that
certain PaineWebber/Geodyne Energy Income Limited Partnership I-D Agreement and
Certificate of Limited Partnership (the "Preformation Agreement"); and
WHEREAS, on March 4, 1986, Properties executed and entered into that
certain Amended and Restated Agreement and Certificate of Limited Partnership
(the "Agreement"); and
WHEREAS, on February 25, 1993, Properties executed and entered into that
First Amendment to the Agreement whereby it changed (i) the name of the
Partnership from "PaineWebber/Geodyne Energy Income Limited Partnership I-D" to
"Geodyne Energy Income Limited Partnership I-D", (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 10.1 of the Agreement provides that the general partner
of the partnership (the "General Partner") may, without prior notice or consent
of any Limited Partner (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 Limited Partners; and
WHEREAS, Properties 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 General Partner
may assign its General Partner Interest to a Person which shall become a
successor General Partner, if such assignment is in connection with a merger;
and
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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
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: // Xxxxxx X. Xxxxx //
---------------------
Xxxxxx X. Xxxxx
President
Geodyne Resources, Inc.
as General Partner
By: // Xxxxxx X. Xxxxx //
---------------------
Xxxxxx X. Xxxxx
President
Geodyne Resources, Inc.,
as Attorney-in-Fact for all
Substituted Limited Partners
By: // Xxxxxx X. Xxxxx //
---------------------
Xxxxxx X. Xxxxx
President
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