SECOND AMENDMENT TO
AGREEMENT OF PARTNERSHIP
GEODYNE PRODUCTION PARTNERSHIP II-D
This Second Amendment to Agreement of Partnership of Geodyne Production
Partnership II-D (the "Partnership") is entered into by and between Geodyne
Resources, Inc. ("Resources"), a Delaware corporation, as successor Managing
Partner, and Geodyne Energy Income Limited Partnership II-D ("Geodyne II-D"), as
General Partner.
WHEREAS, on May 10, 1988, Geodyne Production Company ("Production"), as
Managing Partner, and Geodyne II-D, as General Partner, executed and entered
into that certain Agreement of Partnership of PaineWebber/Geodyne Energy Income
Production Partnership II-D (the "Agreement"); and
WHEREAS, on February 26, 1993, Production and Geodyne II-D executed and
entered into that certain First Amendment to Agreement, whereby it changed (i)
the name of the Partnership from "PW/Geodyne Production Partnership II-D" to
"Geodyne Production Partnership II-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, Section 10.1 of the Agreement provides that the managing partner
of the partnership (the "Managing Partner") may, without prior notice or consent
of any other 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 Partnership (as defined in the Agreement); and
WHEREAS, Production 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 Managing Partner
may assign its Managing Partner Interest to any entity which shall become a
successor Managing Partner, if such assignment is in connection with a merger;
and
WHEREAS, as a result of the merger of Production with and into Resources,
ownership of the Managing Partner Interest in the Partnership is assigned to
Resources by operation of law; and
WHEREAS, as a result of the merger of Production with and into Resources,
Resources has now succeeded to the position of Managing Partner of the
Partnership; and
WHEREAS, Resources, as Managing Partner, desires to amend the Agreement in
order to reflect Resources as the new Managing Partner.
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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 Production Company as
Managing Partner are hereby amended to reflect, instead, Geodyne
Resources, Inc. as Managing Partner.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the 1st day of July, 1996.
Geodyne Production Company
by Geodyne Resources, Inc.
as successor by merger
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
Geodyne Resources, Inc.
as Managing Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
Geodyne Energy Income Limited
Partnership II-D
as General Partner
By Geodyne Resources, Inc.
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
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