EXHIBIT 4.96
Seventh Amendment to
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership II-H
This
Seventh Amendment to Agreement and Certificate of Limited
Partnership
of Geodyne Energy Income Limited Partnership II-H (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 May 17, 1989,
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 Energy Income Limited
Partnership II-H" to
"Geodyne Energy
Income Limited Partnership II-H", (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' (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, Properties 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
such transfers
otherwise
comply
with I
