Exhibit 10.6
FIFTH AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF PARTNERSHIP
GEODYNE ENERGY INCOME PRODUCTION
PARTNERSHIP I-D
This Fifth Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership I-D (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-D ("Geodyne I-D"), as General Partner.
WHEREAS, on December 10, 1985, Geodyne Production Company ("Production"),
as Managing Partner, and Geodyne I-D, as General Partner, executed and entered
into that certain Agreement of Partnership of PaineWebber/Geodyne Energy Income
Production Partnership I-D (the "Preformation Agreement"); and
WHEREAS, on March 4, 1986, Production and Geodyne I-D 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-D 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-D" to "Geodyne Energy Income Production Partnership I-D", (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 July 1, 1996, Production and Geodyne I-D executed and entered
into that certain Second Amendment to Agreement, whereby all references in the
Agreement to Geodyne Production Company as Managing Partner were amended to
reflect, instead, Geodyne Resources, Inc. ("Resources") as Managing Partner; and
WHEREAS, on December 30, 1999, Resources and Geodyne I-D executed and
entered into that certain Third Amendment to Agreement, whereby all references
in the Agreement to "Management Committee" were changed to read "Managing
Partner", and whereby the term of the partnership was extended for an additional
two years, until December 31, 2001, and
WHEREAS, on November 14, 2001, Resources executed and entered into that
certain Fourth Amendment to Agreement whereby the term of the partnership was
extended for an additional two years, until December 31, 2003; and
WHEREAS, Section 10.1 of the Agreement provides that the Managing Partner
(as defined in the Agreement) 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
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WHEREAS, Section 2.4 of the Agreement provides that the Partnership shall
continue in full force and effect until December 31, 2003, provided that the
Managing Partner may extend the term of the Partnership for up to three periods
of two years each or until dissolution prior thereto pursuant to the provisions
of the Agreement, and
WHEREAS, Resources has elected to extend the life of the Partnership an
additional two years.
NOW, THEREFORE, BE IT RESOLVED that Section 2.4. is hereby amended and
restated as follows:
The Production Partnership shall continue in force and effect
until December 31, 2005, provided that the Managing Partner may
extend such term for up to two periods of two years each, or until
dissolution prior thereto pursuant to the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the 18th day of November, 2003.
Geodyne Resources, Inc.
as Managing Partner
By: //s//Dennis R. Neill
--------------------------
Dennis R. Neill
President
Geodyne Energy Income Limited
Partnership I-D
as General Partner
By Geodyne Resources, Inc.
General Partner
By: //s//Dennis R. Neill
--------------------------
Dennis R. Neill
President
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