Third Amendment to
Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-B
This Third Amendment to Agreement of Limited Partnership of Geodyne Energy
Income Limited Partnership III-B (the "Partnership") is entered into by and
between Geodyne Production Company ("Production"), a Delaware corporation, as
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 24, 1990, Production and Depositary executed and
entered into that certain Agreement of Limited Partnership of the Partnership
(the "Agreement"); and
WHEREAS, on February 25, 1993, Production executed and entered into that
certain First Amendment to the Agreement of Limited Partnership whereby it
changed (i) the name of the Partnership from "PaineWebber/Geodyne Energy Income
Partnership III-B to "Geodyne Energy Income Limited Partnership III-B, (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, Production executed and entered into that
certain Second Amendment to the Agreement of Limited Partnership 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 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, Production as General Partner desires to amend the 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.
NNOW, THEREFORE, in consideration of the covenants, conditions and
agreements herein contained, the parties hereto hereby agree as follows:
I. Section 8.1.A(ii) of the Agreement is hereby deleted.
II. The remaining subsections of Section 8.1A shall be renumbered
accordingly.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
this 31st day August, 1995.
GEODYNE PRODUCTION COMPANY,
as General Partner
By: // Xxxxxx X. Xxxxx //
---------------------
Xxxxxx X. Xxxxx
Senior Vice President
GEODYNE DEPOSITARY COMPANY,
as the Limited Partner
By: // Xxxxxx X. Xxxxx //
---------------------
Xxxxxx X. Xxxxx
Senior Vice President
GEODYNE PRODUCTION COMPANY,
as Attorney-in-Fact for all
Substituted Limited Partners
By: // Xxxx X. Xxxxxxxx //
----------------------
Xxxx X. Xxxxxxxx
Vice President-Controller
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