FIRST AMENDMENT TO
AGREEMENT OF PARTNERSHIP
PW/GEODYNE NPI PARTNERSHIP P-5
The Agreement of Partnership of PW/Geodyne NPI Partnership P-5 dated
October 27, 1989 (the "Agreement") is hereby amended as follows:
A. The first sentence of Section 2.1 is hereby deleted and replaced
by the following provision:
"The NPI Partnership shall be conducted under the name Geodyne NPI
Partnership P-5."
B. All references in the Agreement to "PW/Geodyne NPI Partnership
P-5" are hereby changed to "Geodyne NPI Partnership P-5".
C. The third sentence of Section 2.1 is hereby deleted and replaced
by the following provision:
"The office and principal place of business of the NPI Partnership shall
be c/o Geodyne Energy Company, Two West Second, Tulsa, Oklahoma 74103."
D. The name of the "General Partner" and the "Limited Partnership"
reflected in Article One has been changed from "PaineWebber/Geodyne
Institutional/Pension Energy Income Limited Partnership P-5" to "Geodyne
Institutional/Pension Energy Income Limited Partnership P-5". All references in
the Agreement to the name of the "General Partner" and the "Limited Partnership"
are hereby changed to reflect this name change. This change reflects a name
change only and not a change of entity.
In all other respects the Agreement is hereby ratified and affirmed.
DATED: February 26, 1993
Managing Partner:
Geodyne Energy Company
/s/ Michael E. Luttrell
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Michael E. Luttrell
Executive Vice President
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General Partner:
Geodyne Institutional/Pension
Energy Income Limited
Partnership P-5
By: Geodyne Properties, Inc.,
General Partner
By: /s/ Michael E. Luttrell
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Michael E. Luttrell,
Executive Vice President
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