EXHIBIT 4.23
Seventh Amendment to
Amended and Restated
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership I-E
This Seventh Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership of Geodyne Energy Income Limited Partnership I-E (the
"Partnership") is entered into by and between Geodyne Resources, Inc.
("Resources"), a Delaware corporation, as successor General Partner, and all
Substituted Limited Partners admitted to the Partnership.
WHEREAS, on March 5, 1986, Geodyne Properties, Inc. ("Properties"), as
General Partner, and the Initial Limited Partner, Xxxxx Xxxxxx, executed and
entered into that certain PaineWebber/Geodyne Energy Income Limited Partnership
I-E Agreement and Certificate of Limited Partnership (the "Preformation
Agreement"); and
WHEREAS, on September 10, 1986, Properties as General Partner executed and
entered into that certain Amended and Restated Agreement and Certificate of
Limited Partnership (the "Agreement"); and
WHEREAS, on February 25, 1993, Properties as General Partner executed and
entered into that First Amendment to the Agreement whereby it changed (i) the
name of the Partnership from "PaineWebber/Geodyne Energy Income Limited
Partnership I-E" to "Geodyne Energy Income Limited Partnership I-E", (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 as General Partner executed and
entered into that Second Amendment to the Agreement whereby it amended certain
provisions of the Agreement to (i) expedite the method of accepting transfers of
Limited Partners' Units in the Partnership and (ii) provide for an optional
right of repurchase/redemption which may be exercised by the Limited Partners;
and
WHEREAS, on June 30, 1997, Properties merged into Resources; and
WHEREAS, on July 1st, 1997, Resources as successor via merger to Properties
executed and entered into that Third Amendment to the Agreement whereby it
amended the Agreement to provide that Geodyne Resources, Inc., as successor via
merger with Properties, is the General Partner of the Partnership; and
WHEREAS, on December 23, 1999, Resources executed and entered into that
certain Fourth Amendment to the Agreement whereby the term of the partnership
was extended for an additional two years, until December 31, 2001, and
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WHEREAS, on November 14, 2001, Resources executed and entered into that
certain Fifth Amendment to the 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 Sixth Amendment to the Agreement whereby the term of the partnership was
extended for an additional two years, until December 31, 2005; and
WHEREAS, Section 2.4 of the Agreement provides that the Partnership shall
continue in full force and effect until December 31, 2005, provided that the
General Partner may extend the term of the Partnership for up to two periods of
two years each if it believes each such extension is in the best interests of
the Limited Partners or until dissolution prior thereto pursuant to the
provisions of the Agreement, and
WHEREAS, Resources as General Partner has elected to extend the life of the
Partnership 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 General Partner may extend the
term of the Partnership for up to one period of two each if it
believes such extension is in the best interests of the Limited
Partners, 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 General Partner
By: //s// Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
President
Geodyne Resources, Inc., as
Attorney-in-Fact for all Substituted
Limited Partners
By: //s// Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
President
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