EXHIBIT 4.19
Sixth Amendment to
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership II-B
This Sixth Amendment to Agreement and Certificate of Limited Partnership
of Geodyne Energy Income Limited Partnership II-B (the "Partnership") is entered
into by and between Geodyne Resources, Inc. ("Resources"), a Delaware
corporation, as successor General Partner, Geodyne Depositary Company
("Depositary"), a Delaware corporation, as the Limited Partner, and all
Substituted Limited Partners admitted to the Partnership.
WHEREAS, on October 14, 1987, Geodyne Properties, Inc. ("Properties"), as
General partner, and Depositary executed and entered into that certain Agreement
and Certificate of Limited Partnership of the Partnership (the "Agreement"); and
WHEREAS, on February 25, 1993, Properties executed and entered into that
certain First Amendment to the Agreement whereby it changed (i) the name of the
Partnership from "PaineWebber/Geodyne Energy Income Limited Partnership II-B" to
"Geodyne Energy Income Limited Partnership II-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 4th, 1993, Properties executed and entered into that
certain Second Amendment to the Agreement whereby it amended certain provisions
to (i) expedite the method of accepting transfers of Unit Holders' (as defined
in the Agreement) Units in the Partnership and (ii) provide for an optional
right of repurchase/redemption which may be exercised by the Unit Holders; and
WHEREAS, Properties merged with and into Geodyne Resources, Inc.
("Resources"), its parent corporation, effective June 30, 1996; and
WHEREAS, on July 1, 1996, Resources, as successor via merger to
Properties, executed and entered into, as General Partner, that certain Third
Amendment to the Agreement whereby it amended the Agreement to provide that
Resources, as successor via merger to Geodyne, is the General Partner of the
Partnership; and
WHEREAS, on November 14, 2001, Resources executed and entered into that
certain Fourth Amendment to the Agreement whereby the term of the partnership
was extended for an additional two years, until December 31, 2003; and
WHEREAS, on November 18, 2003, Resources executed and entered into that
certain Fifth Amendment to the Agreement whereby the term of the partnership was
extended for an additional two years, until December 31, 2005; and
-1-
WHEREAS, Section 2.3 of the Agreement provides that the Partnership shall
continue in full force and effect until December 31, 2005, provided that the
General Partner may extend the term of the Partnership for up to three periods
of two years each if it believes each such extension is in the best interests of
the Unit Holders or until dissolution prior thereto pursuant to the provisions
of the Agreement, 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, Resources as General Partner has elected to extend the life of
the Partnership an additional two years.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements herein contained, the parties hereto hereby agree as follows:
Section 2.3. is hereby amended and restated as follows:
The Partnership shall continue in force and effect until
December 31, 2007, provided that the General Partner may extend the
term of the Partnership for up to two periods of two years each if
it believes such extension is in the best interests of the Unit
Holders, or until dissolution prior thereto pursuant to the
provisions hereof.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the 27th day of October, 2005.
GEODYNE RESOURCES, INC.,
as General Partner
By: //s// ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
GEODYNE DEPOSITARY COMPANY,
as the Limited Partner
By: //s// ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
GEODYNE RESOURCES, INC.
as Attorney-in-Fact for all
Substituted Limited Partners
By: //s// ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
-2-