EXHIBIT 4.8
Fifth Amendment to
Amended and Restated
Agreement of Limited Partnership of
Geodyne Institutional/Pension Energy Income
P-1 Limited Partnership
This
Fifth Amendment to Amended and Restated Agreement of Limited
Partnership of
Geodyne Institutional/Pension
Energy
Income P-1 Limited
Partnership (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 March 16, 1988, 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 October
25, 1988, Properties and Depositary executed and
entered into
that certain PaineWebber/Geodyne Institutional/Pension Energy
Income P-1
Limited Partnership Amended and Restated Agreement of Limited
Partnership (the "Amended and Restated Agreement"); and
WHEREAS, on March 3, 1993, Properties executed and entered
into that First
Amendment to the Amended and Restated Agreement whereby it changed (i)
the name
of the Partnership from "PaineWebber/Geodyne Institutional/Pension
Energy Income
P-1 Limited
Partnership" to
"Geodyne
Institutional/Pension
Energy Income P-1
Limited Partnership",
(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
Second Amendment
to the Amended and Restated 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
repurch
