EX-4.44 47 iif4-44.txt 2ND AMD. TO PSHP AGMT II-F Second Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-F This Second Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-F (the "Partnership") is entered into by and between Geodyne Properties, Inc. ("Properties"), a Delaware corporation, as General Partner, Geodyne Depositary Company ("Depositary"), a Delaware corporation, as the Limited Partner, and all Substituted Limited Partners admitted to the Partnership. WHEREAS, on January 5, 1989, Properties 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 First Amendment to the Agreement whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne Energy Income Partnership II-F" to "Geodyne Energy Income Limited Partnership II-F", (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, Section 11.1 of the Agreement provides that the General Partner may, without prior notice or consent of any Unit Holder, amend any provision of this Agreement if, in its opinion, such amendment does not have a material adverse effect upon the Unit Holders; and WHEREAS, Properties as General Partner desires to amend the Agreement in order to (i) expedite the method of accepting transfers of Unit Holders' Units in the Partnership and (ii) provide for an optional right of repurchase/redemption which may be exercised by the Unit Holders. NOW, THEREFORE, in consideration of the covenants, conditions and agreements herein contained, the parties hereto hereby agree as follows: I. The third sentence contained in Section 7.3 of the Agreement is hereby amended and restated as follows: Unit Holders becoming Substituted Limited Partners will be admitted to the Partnership monthly. -1- II. The second sentence contained in Section 7.3 of the Agreement, which sentence required the payment by Unit Holders of a fee (not to exceed $100) for legal and administrative costs associated with the transfer of a Partnership Unit, is hereby deleted. III. Section 8.2B(3) of the Agreement, which section required the payment by Unit Holders of a fee (not to exceed $50) for expenses associated with the General Partner's acceptance of a Substituted Limited Partner is hereby deleted. IV. The reference in the last sentence of Section 8.3A of the Agreement to a transfer fee is hereby deleted. V. The Agreement is hereby amended to provide for a new Article Fifteen. Said Article Fifteen is hereby stated as follows: Article Fifteen Optional Repurchase/Redemption Provisions Section 15.1. Optional Repurchase Right. Any Unit Holder or Substituted Limited Partner shall have the right, at his option, to present his Units to the General Partner or its designated Affiliate for repurchase on the basis set forth in this Article Fifteen. Section 15.2. Procedure for Repurchase. A. As of December 31, 1992 and annually thereafter (the "Appraisal Date") the General Partner shall appraise the Proved Reserves and other assets of the Partnership pursuant to the provisions set forth herein and shall assign a repurchase price (the "Repurchase Price") to the Unit Holders' Units in the Partnership in accordance with the provisions set forth herein. B. In arriving at the Repurchase Price, the General Partner shall consider those factors deemed relevant by it including, without limitation, the following: (i) the present value of the estimated future net revenues of the Production Partnership's Proved Reserves, calculated as described below; and (ii) the book value of all other Partnership assets and liabilities. -2- Section 15.3. Calculation of Present Value of the Partnership's Estimated Future Net Revenues. In calculating the present value of the Partnership's Estimated Future Net Revenues the General Partner shall use the petroleum engineering reports and other petroleum reserve information required to be furnished to the Unit Holders pursuant to Section 10.4C of the Agreement. Future gross revenues expected to be derived from the production and sale of the Proved Reserves attributable to the Production Partnership's Producing Properties shall be estimated using either (i) escalations of future sales prices of Hydrocarbons supplied by the General Partner (the "Escalated Case") or (ii) sales prices of Hydrocarbons provided by Regulation S-X adopted by the Securities and Exchange Commission (the "SEC Case"), as the General Partner may determine in its sole discretion. Future net revenues shall be calculated by deducting anticipated expenses (using either (i) escalations of future costs supplied by the General Partner if the General Partner adopted the Escalated Case with respect to future sales prices of Hydrocarbons or (ii) constant future costs if the General Partner adopted the SEC Case with respect to future sales prices of Hydrocarbons) from estimated future gross revenues. The present value of the future net revenues shall be calculated by discounting the estimated future net revenues at either 10% (if the General Partner employed future pricing criteria in accordance with the SEC Case) or that rate per annum which is one percentage point higher than the prime rate of interest of The Chase Manhattan Bank, N.A. or any successor bank, as of the Appraisal Date (if the General Partner employed pricing criteria in accordance with the Escalated Case, provided, however, that such discount rate will not exceed 18% per annum and will be no less than 10% per annum). Section 15.4. Risk Reduction. In determining the Repurchase Price for Unit Holders pursuant to this Article Fifteen, the present value of the Partnership's Proved Developed Producing Reserves shall be reduced by 25% for risk and the present value of all other categories of Proved Reserves shall be reduced by 35% for risk. The risk reductions shall be subject to upward or downward adjustment by the General Partner if, during the period between the Appraisal Date and the Effective Date (as defined in Section 15.5), there has been a material increase or decrease in the current price of oil or gas or in the estimated amount of the Partnership's Proved Reserves. -3- Section 15.5. Tender Procedure. Upon completion of the appraisal of the Partnership's assets as of the Appraisal Date, the General Partner shall notify each Unit Holder of the Repurchase Price and his proportionate share thereof and either the General Partner or one of its Affiliates will offer to purchase such Unit Holder's Units in exchange for such Unit Holder's proportionate share of the Repurchase Price (a "Repurchase Offer"). Any Unit Holder desiring to do so may accept such Repurchase Offer by notifying the General Partner of his election. Unit Holders so notifying the General Partner shall be referred to herein as "Electing Unit Holders". The General Partner or its designated Affiliate shall thereupon promptly pay to each Electing Unit Holder, his proper share of the Repurchase Price, calculated as herein set forth, within 30 days from the date which a properly drawn assignment of such Electing Unit Holder's interest, free and clear of all liens and encumbrances, is tendered to and accepted by the General Partner or its designated Affiliate (the "Effective Date"). Upon the acquisition of an Electing Unit Holder's Units, the General Partner or its designated Affiliate shall, as of the Effective Date of such acquisition, succeed to all the rights and obligations attributable to such interest. Section 15.6. Monthly Adjustment to Repurchase Price. The Repurchase Price shall be recalculated monthly with the Repurchase Price being reduced by the amount of any cash distributions to Unit Holders during the period from the Appraisal Date to the date of the payment of the Repurchase Price and shall otherwise be adjusted to reflect the effect of material operations during such period, including a material increase or decrease in the current price of oil or gas or in the estimated amount of the Partnership's Proved Reserves. In the event the Repurchase Price is adjusted for any reason other than to reflect the payment of cash distributions, the General Partner shall provide written notification of such adjustment to the Unit Holders at least ten (10) business days prior to acceptance of Units for purchase. -4- Section 15.7. Limitation on Units Repurchased. A. At the sole discretion of the General Partner, the General Partner or its designated Affiliate may either (i) limit the time period in which it will accept tendered Units for repurchase or (ii) limit the amount of Units to be accepted for repurchase; provided, however, that in any event the annual repurchase offer will (i) remain open for at least thirty (30) days and (ii) the General Partner or its designated Affiliate will offer to annually repurchase (and will purchase validly presented Units) at least 10% of the outstanding Units of the Partnership. In the event the General Partner or its designated Affiliate imposes a limitation, the General Partner will either (i) specify such limitation(s) in the annual Repurchase Offer mailed to the Unit Holders or (ii) provide all Unit Holders with written notification of such limitation(s) at least thirty (30) days prior to the effective date of any such limitation(s). B. In the event the General Partner imposes a limitation upon the number of Units to be repurchased in the Partnership, and the amount of Units tendered, but not repurchased, exceeds such limitation, such tendered Units will be accepted for repurchase by lot. C. In addition, in order to avoid certain possible adverse tax consequences, the General Partner may, in order to comply with the regulations or procedures under Section 469(k) of the Internal Revenue Code of 1986, as amended, relating to "publicly traded partnerships," (i) delay or defer the Effective Date of any repurchase and (ii) limit the total number of Units of any Partnership to be repurchased in any 12-month period to the maximum number provided in such regulations and procedures. In the event of such delay or deferral, the General Partner shall notify the Electing Unit Holder of the reasons therefor and shall provide the Electing Unit Holder with the option to withdraw his tender of Units for repurchase. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the 4th day of August, 1993. Geodyne Properties, Inc. as General Partner By: /s/ C. Philip Tholen ---------------------------- C. Philip Tholen President -5- Geodyne Depositary Company, as the Limited Partner By: /s/ Dennis R. Neill ---------------------------- Dennis R. Neill Senior Vice President Geodyne Properties, Inc., as Attorney-in-Fact for all Substituted Limited Partners By: /s/ Drew S. Phillips ---------------------------- Drew S. Phillips Vice President - Controller -6-