Fifth Amendment to
Agreement of Limited Partnership of
Geodyne Institutional/Pension Energy Income
Limited Partnership P-7
This Fifth Amendment to Agreement of Limited Partnership of Geodyne
Institutional/Pension Energy Income Limited Partnership P-7 (the "Partnership")
is entered into by and between Geodyne Resources, Inc. ("Resources"), a Delaware
corporation, as successor General Partner, Geodyne Institutional Depositary
Company ("Depositary"), a Delaware corporation, as the Limited Partner, and all
Substituted Limited Partners admitted to the Partnership.
WHEREAS, on February 28, 1992, 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 Institutional/Pension Energy Income
Limited Partnership P-7" to "Geodyne Institutional/Pension Energy Income Limited
Partnership P-7", (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 4, 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' Units in the
Partnership and (ii) provide for an optional right of repurchase/redemption
which may be exercised by the Unit Holders; and
WHEREAS, on August 31, 1995, Properties executed and entered into that
certain Third Amendment to the Agreement whereby it amended certain provisions
to allow transfers of Units facilitated through a matching service to the extent
that such transfers otherwise comply with Internal Revenue Service transfer
regulations applicable to non-permitted transfers for non-publicly traded
limited partnerships; and
WHEREAS, Section 11.1 of the Agreement provides that the general partner
of the partnership (the "General Partner") may, without prior notice or consent
of any Unit Holder (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 Unit Holders; and
WHEREAS, Properties merged with and into Geodyne Resources, Inc.
("Resources"), its parent corporation, effective June 30, 1996; and
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WHEREAS, on July 1st, 1996, Resources as successor via merger to
Properties executed and entered into that certain Fourth 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, Section 2.3 of the Agreement provides that the Partnership shall
continue in full force and effect for a period of ten (10) years from the date
of its activation, or until February 28, 2002, provided that the General Partner
may extend the term of the Partnership for up to five 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 2.3. is hereby amended and restated as follows:
The Partnership shall continue in force and effect until
February 28, 2004, provided that the General Partner may extend the
term of the Partnership for up to four periods of two years 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 14th day of November, 2001.
Geodyne Resources, Inc.
as General Partner
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx
President
Geodyne Institutional Depositary
Company, as the Limited Partner
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx
President
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Geodyne Resources, Inc.,
as Attorney-in-Fact for all
Substituted Limited Partners
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx
President
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