Third Amendment to
Geodyne Institutional/Pension Energy Income P-2 Limited Partnership
Amended and Restated Agreement of Limited Partnership
This Third Amendment to Geodyne Institutional/Pension Energy Income P-2
Limited Partnership (the "Partnership") is entered into by and between Geodyne
Properties, Inc. ("Properties"), a Delaware corporation, as General Partner,
Geodyne Institutional Depositary Company ("Depositary"), a Delaware corporation,
as the Limited Partner, and all Substituted Limited Partners admitted to the
Partnership.
WHEREAS, on September 29, 1988, Properties and Depositary executed and
entered into that certain PaineWebber/Geodyne Institutional/Pension Energy
Income P-2 Limited Partnership Agreement of Limited Partnership (the
"Agreement"); and
WHEREAS, on February 9, 1989, Properties and Depositary executed and
entered into that certain PaineWebber/Geodyne Institutional/Pension Energy
Income P-2 Limited Partnership Amended and Restated Agreement of Limited
Partnership (the "Amended and Restated Agreement"); and
WHEREAS, on March 3, 1993, Properties executed and entered into that
certain First Amendment to said Amended and Restated Agreement whereby it
changed (i) the name of the Partnership from "PaineWebber/Geodyne
Institutional/Pension Energy Income P-2 Limited Partnership to "Geodyne
Institutional/Pension Energy Income P-2 Limited Partnership, (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 4, 1993, Properties executed and entered into that
certain Second Amendment to said Amended and Restated Agreement in order 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 Amended and Restated Agreement provides that
the General Partner may, without prior notice or consent of any Unit Holder,
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 as General Partner desires to amend the Amended and
Restated Agreement in order to allow transfers of Units facilitated through a
matching service to the extent they otherwise comply with Internal Revenue
Service transfer regulations applicable to non-permitted transfers for
non-publicly traded limited partnerships.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements herein contained, the parties hereto hereby agree as follows:
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I. Section 8.1.A(ii) of the Amended and Restated Agreement is hereby
deleted.
II. The remaining subsections of Section 8.1A shall be renumbered
accordingly.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
this 31st day August, 1995.
GEODYNE PROPERTIES, INC.,
as General Partner
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Xxxxxx X. Xxxxx
Senior Vice President
GEODYNE INSTITUTIONAL DEPOSITARY
COMPANY, as the Limited Partner
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Xxxxxx X. Xxxxx
Senior Vice President
GEODYNE PROPERTIES, INC.,
as Attorney-in-Fact for all
Substituted Limited Partners
By: /s/ Xxxx X. Xxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxx
Vice President-Controller
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