EXHIBIT 4.20
Seventh Amendment to
Agreement of Limited Partnership of
Geodyne Institutional/Pension Energy Income
Limited Partnership P-8
This Seventh Amendment to Agreement of Limited Partnership of Geodyne
Institutional/Pension Energy Income Limited Partnership P-8 (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-8" to "Geodyne Institutional/Pension Energy Income Limited
Partnership P-8", (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 provisions
to allow transfers of Units facilitated through a matching service to the extent
that such transfers otherwise comply with Internal Revenue Service transfer
regulations applicable to non-permitted transfers for non-publicly traded
limited partnerships; and
WHEREAS, Properties merged with and into Geodyne Resources, Inc.
("Resources"), its parent corporation, effective June 30, 1996; and
WHEREAS, on July 1st, 1996, Resources as successor via merger to
Properties executed and entered into that certain Fourth Amendment to the
Agreement whereby it amended the Agreement to provide that Geodyne Resources,
Inc., as successor via merger with Properties, is the General Partner of the
Partnership; and
WHEREAS, on November 14, 2001, Resources executed and entered into that
certain Fifth Amendment to the Agreement whereby the term of the partnership was
extended for an additional two years, until February 28, 2004; and
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WHEREAS, on January 22, 2004, Resources executed and entered into that
certain Sixth Amendment to the Agreement whereby the term of the partnership was
extended until December 31, 2005; and
WHEREAS, Section 2.3 of the Agreement provides that the Partnership shall
continue in full force and effect until December 31, 2005, provided that the
General Partner may extend the term of the Partnership for an additional 59 days
of the current two year period and for up to three periods of two years each if
it believes each such extension is in the best interests of the Limited Partners
or until dissolution prior thereto pursuant to the provisions of the Agreement,
and
WHEREAS, Resources as General Partner has elected to extend the life of
the Partnership through December 31, 2007.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements herein contained, the parties hereto hereby agree as follows:
Section 2.3. is hereby amended and restated as follows:
The Partnership shall continue in force and effect until
December 31, 2007, provided that the General Partner may extend the
term of the Partnership for an additional 59 days of the current two
year period and for an additional two periods of two years each if
it believes such extension is in the best interests of the Limited
Partners, or until dissolution prior thereto pursuant to the
provisions hereof.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
the 27th day of October, 2005.
Geodyne Resources, Inc.
as General Partner
By: //s// Dennis R. Neill
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Dennis R. Neill
President
Geodyne Institutional Depositary
Company,
as the Limited Partner
By: //s// Dennis R. Neill
----------------------
Dennis R. Neill
President
Geodyne Resources, Inc.,
as Attorney-in-Fact for all
Substituted Limited Partners
By: //s// Dennis R. Neill
----------------------
Dennis R. Neill
President
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