Exhibit 4.9
Sixth Amendment to
Agreement of Limited Partnership of
Geodyne Institutional/Pension Energy Income
Limited Partnership P-7
This
Sixth Amendment to Agreement of Limited Partnership of Geodyne
Institutional/Pension Energy Income Limited Partnership
P-7 (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 February 28, 1992, 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 Institutional/Pension
Energy
Income
Limited Partnership P-7" to "Geodyne
Institutional/Pension Energy Income Limited
Partnership P-7", (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' 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
certain Third Amendment to the Agreement
whereby it amended
certain
