EXHIBIT 10.16
THIRD AMENDMENT TO
AGREEMENT OF PARTNERSHIP
GEODYNE NPI PARTNERSHIP P-5
This Third
Amendment to Agreement of Partnership of PW/Geodyne NPI
Partnership P-5 (the
"Partnership")
is entered
into by and
between Geodyne
Resources, Inc.
("Resources"),
a Delaware
corporation, as
successor Managing
Partner, and Geodyne Institutional/Pension Energy Income Limited
Partnership P-5
("Geodyne P-5"), as General Partner.
WHEREAS,
on October 27,
1989, Geodyne Energy Company ("Energy"), as
Managing Partner, and Geodyne P-5, as General Partner, executed and
entered into
that certain Agreement
of Partnership of PW/Geodyne NPI Partnership P-5 (the
"Agreement"); and
WHEREAS,
on February 26, 1993, Energy and Geodyne P-5 executed and
entered
into that certain First Amendment to Agreement, whereby it changed (i) the
name
of the Partnership
from "PW/Geodyne NPI Partnership P-5" to "Geodyne NPI
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 July 1, 1996,
Resources,
as successor via
merger to Energy,
executed and entered into, as Managing Partner, that certain Second
Amendment to
the Amended Agreement
whereby it amended the
Amended Agreement to provide that
Resources, as
