FIRST AMENDMENT TO
AGREEMENT OF PARTNERSHIP
PW/GEODYNE NPI PARTNERSHIP P-6
The Agreement of Partnership of PW/Geodyne NPI Partnership P-6 dated
November 28, 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-6."
B. All references in the Agreement to "PW/Geodyne NPI Partnership
P-6" are hereby changed to "Geodyne NPI Partnership P-6".
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-6" to "Geodyne
Institutional/Pension Energy Income Limited Partnership P-6". 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
-------------------------------
Michael E. Luttrell
Executive Vice President
-1-
General Partner:
Geodyne Institutional/Pension
Energy Income Limited
Partnership P-6
By: Geodyne Properties, Inc.,
General Partner
By: /s/ Michael E. Luttrell
---------------------------
Michael E. Luttrell,
Executive Vice President
-2-