Fifth Amendment to
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership III-G
This Fifth Amendment to Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership III-G (the "Partnership") is entered
into by and between Geodyne Resources, Inc. ("Resources"), a Delaware
corporation, as successor General Partner, Geodyne Depositary Company
("Depositary"), a Delaware corporation, as the Limited Partner, and all
Substituted Limited Partners admitted to the Partnership.
WHEREAS, on September 20, 1991, Geodyne Production Company ("Production"),
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, Production 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 III-G"
to "Geodyne Energy Income Limited Partnership III-G", (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, Production executed and entered into that
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, Production executed and entered into that
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, on July 1, 1996, Resources, as successor via merger to
Production, executed and entered into, as General Partner, that certain Fourth
Amendment to the Agreement of Limited Partnership whereby it amended the
Agreement to provide that Resources, as successor via merger to Geodyne, is the
General Partner of the Partnership; and
WHEREAS, Section 2.3 of the Agreement provides that the Partnership shall
continue in full force and effect for a period of ten (10) years from the date
of its Activation (as defined in the Agreement), provided that the General
Partner may extend the term of the Partnership for up to five periods of two
years each if it believes each such extension is in the best interests of the
Unit Holders or until dissolution prior thereto pursuant to the provisions of
the Agreement, and
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WHEREAS, Resources as General Partner has elected to extend the life of
the Partnership an additional two years.
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
September 20, 2003, provided that the General Partner may extend the
term of the Partnership for up to four periods of two years each if
it believes such extension is in the best interests of the Unit
Holders, or until dissolution prior thereto pursuant to the
provisions hereof.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of
this 6th day of September, 2001.
GEODYNE RESOURCES, INC.,
as General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
GEODYNE DEPOSITARY COMPANY,
as the Limited Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
GEODYNE RESOURCES, INC.
as Attorney-in-Fact for all
Substituted Limited Partners
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
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