Exhibit 4.32
Sixth Amendment to
Amended and Restated
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership I-F
This Sixth
Amendment to Amended
and Restated Agreement
and Certificate of
Limited Partnership of Geodyne Energy Income Limited Partnership I-F (the
"Partnership") is entered into by and between Geodyne Resources, Inc.
("Resources"), a Delaware corporation, as successor General Partner,
and all
Substituted Limited Partners admitted to
the Partnership.
WHEREAS, on
September 10, 1986, Geodyne Properties, Inc. ("Properties"), as
General Partner, and the Initial Limited Partner,
Susan Layman,
executed and
entered into that certain PaineWebber/Geodyne Energy Income
Limited Partnership
I-F Agreement and Certificate of Limited Partnership (the "Preformation
Agreement"); and
WHEREAS,
on December 17, 1986,
Properties as General
Partner executed and
entered into that certain Amended and Restated Agreement and Certificate of
Limited Partnership (the "Agreement");
and
WHEREAS,
on February 25, 1993,
Properties as General
Partner 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 I-F" to "Geodyne Energy Income
Limited Partnership
I-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 4th, 1993,
Properties as General
Partner executed
and
entered into that Second Amendment to the Agreement
whereby it amended
certain
provisions to the Agreement to (i)
exped
