Fourth Amendment to
Amended and Restated
Agreement of Limited Partnership of
Geodyne Institutional/Pension Energy Income
P-2 Limited Partnership
This Fourth Amendment to Amended and Restated Agreement of Limited
Partnership of Geodyne Institutional/Pension Energy Income P-2 Limited
Partnership (the "Partnership") is entered into by and between Geodyne
Resources, Inc. ("Resources"), a Delaware corporation, as successor 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, 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 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 First
Amendment to the 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
Second Amendment to the Amended and Restated Agreement whereby it amended
certain provisions 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, on August 31, 1995, Properties executed and entered into that
Third Amendment to the Amended and Restated Agreement whereby it amended certain
provisions to allow transfers of Units facilitated through a matching service to
the extent that such transfers otherwise comply with Internal Revenue Service
transfer regulations applicable to non-permitted transfers for non-publicly
traded limited partnerships; and
WHEREAS, Section 11.1 of the Amended and Restated Agreement provides that
the general partner of the partnership (the "General Partner") may, without
prior notice or consent of any Unit Holder (as defined in the Agreement), amend
any provision of this Amended and Restated Agreement if, in its opinion, such
amendment does not have a material adverse effect upon the Unit Holders; and
-1-
WHEREAS, Properties merged with and into Geodyne Resources, Inc.
("Resources"), its parent corporation, effective June 30, 1996; and
WHEREAS, Section 6.2 of the Amended and Restated Agreement provides that
the General Partner may assign its General Partner Interest to a Person which
shall become a successor General Partner without the Consent of the Depositary,
if such assignment is in connection with a merger; and
WHEREAS, as a result of the merger of Properties with and into Resources,
ownership of the General Partner Interest in the Partnership is assigned to
Resources by operation of law; and
WHEREAS, as a result of the merger of Properties with and into Resources,
Resources has now succeeded to the position of General Partner of the
Partnership; and
WHEREAS, Resources, as General Partner, desires to amend the Amended and
Restated Agreement in order to reflect Resources as the new General Partner.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements herein contained, the parties hereto hereby agree as follows:
All references in the Amended and Restated Agreement to Geodyne
Properties Inc. as General Partner are hereby amended to reflect,
instead, Geodyne Resources, Inc. as General Partner.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the 1st day of July, 1996.
Geodyne Properties, Inc.
by Geodyne Resources, Inc.
as successor by merger
By: /s/ Dennis R. Neill
----------------------------
Dennis R. Neill
President
-2-
Geodyne Resources, Inc.
as General Partner
By: /s/ Dennis R. Neill
----------------------------
Dennis R. Neill
President
Geodyne Institutional Depositary
Company, as the Limited Partner
By: /s/ Dennis R. Neill
----------------------------
Dennis R. Neill
President
Geodyne Resources, Inc., as
Attorney-in-Fact for all Substituted
Limited Partners
By: /s/ Dennis R. Neill
----------------------------
Dennis R. Neill
President
-3-