FIRST AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF PARTNERSHIP
PW/GEODYNE NPI PARTNERSHIP P-2
The Amended and Restated Agreement of Partnership of PW/Geodyne NPI
Partnership P-2 dated February 9, 1989 (the "Agreement") is hereby amended
effective March 1, 1993, as follows:
A. The first sentence of Section 2.1 is hereby deleted and replaced by
the following provision:
"The NPI Partnership shall be conducted under the name Geodyne NPI
Partnership P-2."
B. All references in the Agreement to "PW/Geodyne NPI Partnership P-2"
are hereby changed to "Geodyne NPI Partnership P-2".
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 NPI Partnership shall
be c/o Geodyne Energy 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
Institutional/Pension Energy Income P-2 Limited Partnership" to "Geodyne
Institutional/Pension Energy Income P-2 Limited Partnership." 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 Energy Company
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Xxxxxxx X. Xxxxxxxx
Executive Vice President
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General Partner:
Geodyne Institutional/Pension
Energy Income P-2
Limited Partnership
By: Geodyne Properties, Inc.,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx,
Executive Vice President
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