EXHIBIT 4.32
Fifth Amendment to
Amended and Restated
Agreement of Limited Partnership of
Geodyne Institutional/Pension Energy Income
Limited Partnership P-5
This
Fifth Amendment to Amended and Restated Agreement of Limited
Partnership of Geodyne
Institutional/Pension
Energy Income Limited Partnership
P-5 (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 October 27, 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
26, 1990, Properties and Depositary executed and
entered into
that certain PaineWebber/Geodyne Institutional/Pension Energy
Income Limited
Partnership
P-5 Amended and Restated Agreement of Limited
Partnership (the "Amended and Restated Agreement"); and
WHEREAS, on February
25, 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 Limited Partnership P-5" to "Geodyne Institutional/Pension Energy
Income
Limited Partnership P-5", (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 opt
