EXHIBIT 10.24
FIFTH AMENDMENT TO
AGREEMENT OF PARTNERSHIP
GEODYNE PRODUCTION PARTNERSHIP II-D
This Fifth Amendment to Agreement of Partnership of Geodyne Production
Partnership II-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 II-D ("Geodyne II-D"), as
General Partner.
WHEREAS, on May 10, 1988, Geodyne Production Company ("Production"), as
Managing Partner, and Geodyne II-D, as General Partner, executed and entered
into that certain Agreement of Partnership of PaineWebber/Geodyne Energy Income
Production Partnership II-D (the "Agreement"); and
WHEREAS, on February 26, 1993, Production and Geodyne II-D executed and
entered into that certain First Amendment to Agreement, whereby it changed (i)
the name of the Partnership from "PW/Geodyne Production Partnership II-D" to
"Geodyne Production Partnership II-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, Production merged with and into Resources, its parent
corporation, effective June 30, 1996; and
WHEREAS, on July 1, 1996, Production, Resources and Geodyne II-D executed
and entered into that certain Second Amendment to Agreement, whereby all
references to Production as Managing Partner were amended to reflect, instead,
Resources as Managing Partner; and
WHEREAS, on November 14, 2001, Resources executed and entered into that
certain Third Amendment to Agreement whereby the term of the partnership was
extended for an additional two years, until December 31, 2003; and
WHEREAS, on November 18, 2003, 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 31,2005; and
WHEREAS, Section 10.1 of the 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 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 2.3 of the Agreement provides that the Partnership shall
continue in full force and effect until December 31, 2005, 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 2.3 is hereby amended and
rested as follows:
The Production Partnership shall continue in force and effect until
December 31, 2007, 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 thereof.
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// ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
Geodyne Energy Income Limited
Partnership II-D
as General Partner
By Geodyne Resources, Inc.
General Partner
By: //s// ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
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