Seventh Amendment to
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership III-F
This Seventh
Amendment to Agreement and Certificate of Limited Partnership
of Geodyne Energy Income Limited Partnership III-F (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 March 7, 1990,
Geodyne Production Company ("Production"), 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,
Production
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
III-F"
to "Geodyne Energy Income Limited
Partnership
III-F", (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
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, Production executed and entered into that
Third Amendment to the Agreement whereby it
amended certain
provisions to allow
transfers of Units facilitated through a matching service to the extent that
su
