SECOND AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF PARTNERSHIP
GEODYNE ENERGY INCOME PRODUCTION
PARTNERSHIP I-E
This Second Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership I-E (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 I-E ("Geodyne I-E"), as General Partner.
WHEREAS, on March 5, 1986, Geodyne Production Company ("Production"), as
Managing Partner, and Geodyne I-E, as General Partner, executed and entered into
that certain Agreement of Partnership of PaineWebber/Geodyne Energy Income
Production Partnership I-E (the "Preformation Agreement"); and
WHEREAS, on September 10, 1986, Production and Geodyne I-E executed and
entered into that certain Amended and Restated Agreement of Partnership (the
"Agreement"); and
WHEREAS, on February 26, 1993, but effective March 1, 1993, Production and
Geodyne I-E executed and entered into that certain First Amendment to Amended
and Restated Agreement of Partnership (the "Agreement"), whereby it changed (i)
the name of the Partnership from "PaineWebber/Geodyne Energy Income Production
Partnership I-E" to "Geodyne Energy Income Production Partnership I-E", (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 a Person which shall become a
successor Managing Partner, if such assignment is in connection with a merger;
and
-1-
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.
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: // Dennis R. Neill //
---------------------
Dennis R. Neill
President
Geodyne Resources, Inc.
as Managing Partner
By: // Dennis R. Neill //
---------------------
Dennis R. Neill
President
Geodyne Energy Income Limited
Partnership I-E
as General Partner
By Geodyne Resources, Inc.
General Partner
By: // Dennis R. Neill //
---------------------
Dennis R. Neill
President
-2-