FIRST AMENDMENT TO
CERTIFICATE OF LIMITED PARTNERSHIP
AND
FIRST AMENDMENT TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
PAINEWEBBER/GEODYNE INSTITUTIONAL/PENSION
ENERGY INCOME LIMITED PARTNERSHIP P-5
The undersigned, desiring to amend its 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 of
Limited Partnership of the PaineWebber/Geodyne Institutional/Pension Energy
Income Limited Partnership P-5 dated as of February 26, 1990, do hereby state:
1. The name of the limited partnership is "PaineWebber/Geodyne
Institutional/Pension Energy Income Limited Partnership P-5."
The date of filing of the Certificate of Limited Partnership is November 13,
1989.
2. The Certificate of Limited Partnership is hereby revised to
change the name of the Limited Partnership to the following:
Geodyne Institutional/Pension Energy Income Limited Partnership
P-5
3. (a) The 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 Xxx Xxxx Xxxxxx Xxxxxx, Xxxxx,
Xxxxxxxx 00000.
(b) The 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., Xxx Xxxx Xxxxxx Xxxxxx, Xxxxx, XX 00000.
4. The 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.
Xxx Xxxx Xxxxxx Xxxxxx.
Xxxxx, XX 00000.
5. The latest date upon which the limited partnership is to dissolve
is December 31, 2015.
6. The Amended and Restated Agreement of Limited Partnership is hereby
revised to replace the first sentence of Section 2.1 with the following:
-1-
The Limited Partnership shall be conducted under the name Geodyne
Institutional/Pension Energy Income Limited Partnership P-5.
7. The Amended and Restated Agreement of Limited Partnership is hereby
revised to replace the third and fourth sentences of Section 2.1 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., Xxx Xxxx
Xxxxxx Xxxxxx, Xxxxx, XX 00000.
8. In all other respects, the Amended and Restated Agreement of
Limited Partnership is hereby ratified and confirmed.
DATED: February 24, 1993
GENERAL PARTNER:
Geodyne Properties, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxxx
Executive Vice President
LIMITED PARTNER:
Geodyne Institutional
Depositary Company
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxxx
Executive Vice President
-2-
