EXHIBIT 4.19
Sixth Amendment to
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership II-B
This Sixth
Amendment to Agreement and Certificate of Limited
Partnership
of Geodyne Energy Income Limited Partnership II-B (the
"Partnership") is entered
into by and between Geodyne Resources, Inc. ("Resources"), a Delaware
corporation, as
successor General Partner, Geodyne Depositary Company
("Depositary"), a
Delaware corporation, as the Limited Partner, and all
Substituted Limited Partners admitted to the Partnership.
WHEREAS,
on October 14, 1987, Geodyne Properties, Inc. ("Properties"),
as
General partner, and Depositary executed and entered into that
certain Agreement
and Certificate of Limited Partnership of the Partnership (the
"Agreement"); and
WHEREAS,
on February 25, 1993,
Properties executed
and entered into that
certain First Amendment to the Agreement whereby it changed (i) the name of
the
Partnership from "PaineWebber/Geodyne Energy Income Limited
Partnership II-B" to
"Geodyne Energy
Income Limited Partnership II-B", (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 August 4th, 1993,
Properties
executed and entered
into that
certain Second Amendment to the Agreement whereby it amended
certain provisions
to (i) expedite the method of accepting transfers of Unit Holders' (as defined
in the Agreement)
Units in the
Partnership
and (ii) provide for an optional
right of repurchase/redemption which may be exercised by the Unit
Holders; and
WHEREAS,
Properties
merged with and into Geodyne Resources, Inc.
("Resources"), its parent corporation, effective June 30, 1996;
and
WH
