EXHIBIT 10.4
THIRD AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-1
This Third Amendment to Amended and Restated Agreement of Partnership of
PW/Geodyne NPI Partnership P-1 (the "Partnership") is entered into by and
between Geodyne Resources, Inc. ("Resources"), a Delaware corporation, as
successor Managing Partner, and Geodyne Institutional/Pension Energy Income P-1
Limited Partnership ("Geodyne P-1"), as General Partner.
WHEREAS, on March 16, 1988, Geodyne Energy Company ("Energy"), as Managing
Partner, and Geodyne P-1, as General Partner, executed and entered into that
certain Agreement of Partnership of PW/Geodyne NPI Partnership P-1 (the
"Agreement"); and
WHEREAS, on October 25, 1988, Energy and Geodyne P-1 executed and entered
into that certain Amended and Restated Agreement of Partnership of PW/Geodyne
NPI Partnership P-1 (the "Amended Agreement"); and
WHEREAS, on February 26, 1993, but effective March 1, 1993, Energy and
Geodyne P-1 executed and entered into that certain First Amendment to Amended
Agreement, whereby it changed (i) the name of the Partnership from "PW/Geodyne
NPI Partnership P-1" to "Geodyne NPI Partnership P-1", (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, Resources, as successor via merger to Energy,
executed and entered into, as Managing Partner, that certain Second Amendment to
the Amended Agreement whereby it amended the Amended Agreement to provide that
Resources, as successor via merger to Energy, is the Managing Partner of the
Partnership; and
WHEREAS, Section 10.1 of the Amended 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 Amended Agreement), amend any
provision of this Amended Agreement if, in its opinion, such amendment does not
have a material adverse effect upon the Limited Partnership (as defined in the
Amended Agreement); and
WHEREAS, Section 2.4 of the Amended Agreement provides that the
Partnership shall continue in full force and effect until December 31, 2005,
provided that the Managing Partner may extend such term for up to five periods
of two years each, or until dissolution prior thereto pursuant to the provisions
of the Amended Agreement; and
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WHEREAS, Resources as Managing Partner has elected to extend the life of
the Partnership for an additional two years.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements herein contained, the parties hereto hereby agree as follows:
Section 2.4. is hereby amended and restated as follows:
The Partnership shall continue in force and effect until
December 31, 2007, provided that the Managing Partner may extend the
term of the Partnership for up to four periods of two years each if
it believes such extension is in the best interests of the Limited
Partnership, or until dissolution prior thereto pursuant to the
provisions hereof.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the 27th day of October, 2005.
Geodyne Resources, Inc.
as Managing Partner
By: //s// Xxxxxx X. Xxxxx
----------------------
Xxxxxx X. Xxxxx
President
Geodyne Institutional/Pension
Energy Income P-1 Limited
Partnership
as General Partner
By Geodyne Resources, Inc.
General Partner
By: //s// Xxxxxx X. Xxxxx
----------------------
Xxxxxx X. Xxxxx
President
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