EXHIBIT 10.7
SIXTH AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF PARTNERSHIP
GEODYNE ENERGY INCOME PRODUCTION
PARTNERSHIP I-D
This Sixth
Amendment to Amended
and Restated Agreement
of Partnership of
Geodyne Energy Income Production Partnership I-D (the
"Partnership") is entered
into by and between Geodyne Resources, Inc. ("Resources"), a Delaware
corporation, as
successor Managing
Partner, and Geodyne
Energy Income Limited
Partnership I-D ("Geodyne I-D"), as General Partner.
WHEREAS,
on December 10, 1985, Geodyne Production Company ("Production"),
as Managing Partner,
and Geodyne I-D, as General Partner, executed and entered
into that certain Agreement of Partnership of PaineWebber/Geodyne
Energy Income
Production Partnership I-D (the "Preformation Agreement"); and
WHEREAS,
on March 4, 1986, Production and Geodyne I-D executed and
entered
into that certain Amended and Restated Agreement of Partnership (the
"Agreement"); and
WHEREAS,
on February 26, 1993, but effective March 1, 1993, Production
and
Geodyne I-D executed and entered into that certain First Amendment to Amended
and Restated Agreement of Partnership (the "Agreement"),
whereby it changed
(i)
the name of the Partnership from "PaineWebber/Geodyne Energy Income Production
Partnership I-D" to "Geodyne Energy Income Production Partnership
I-D", (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 July 1, 1996,
Production and Geodyne I-D executed and entered
into that certain Second Amendment to Agreement,
whereby all references
in the
Agreement to
Geodyne
