EXHIBIT 10.6
FIFTH AMENDMENT TO
AGREEMENT OF PARTNERSHIP
GEODYNE PRODUCTION PARTNERSHIP II-A
This Fifth
Amendment to Agreement
of Partnership
of Geodyne
Production
Partnership II-A (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-A
("Geodyne II-A"), as
General Partner.
WHEREAS,
on July 22, 1987, Geodyne Production Company ("Production"), as
Managing Partner,
and Geodyne II-A, as
General Partner,
executed and
entered
into that certain Agreement of Partnership of PaineWebber/Geodyne
Energy Income
Production Partnership II-A (the "Agreement"); and
WHEREAS,
on February 26, 1993,
Production
and Geodyne II-A
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-A" to
"Geodyne Production
Partnership
II-A", (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-A
executed
and entered
into that certain Second Amendment to Agreement, whereby all
references to Production as Managing Partner were
