Seventh Amendment to
Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-D
This
Seventh Amendment to
Agreement of Limited Partnership of Geodyne
Energy Income Limited Partnership III-D (the
"Partnership") is
entered into by
and between Geodyne Resources, Inc. ("Resources"), a Delaware corporation,
as
successor General Partner, Geodyne
Depositary Company ("Depositary"), a Delaware
corporation, as the Limited Partner, and all Substituted Limited Partners
admitted to the Partnership.
WHEREAS,
on September 5, 1990, Geodyne Production Company ("Production"),
as General Partner and Depositary executed and entered into that certain
Agreement of Limited Partnership of the
Partnership (the "Agreement"); and
WHEREAS,
on February 25, 1993,
Production executed
and entered into that
certain First Amendment to the Agreement of Limited Partnership whereby it
changed (i) the name of the Partnership
from "PaineWebber/Geodyne Energy Income
Partnership III-D" to "Geodyne Energy
Income Limited
Partnership III-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 August 4, 1993,
Production
executed and entered into that
certain Second Amendment to the Agreement
of Limited Partnership in order to (i)
expedite the method of accepting
transfers of Unit
Holders' (as defined
in the
Agreement) 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, Production 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 transfe
