EXHIBIT 4.32
Fifth Amendment to
Amended and Restated
Agreement of Limited Partnership of
Geodyne Institutional/Pension Energy Income
Limited Partnership P-5
This Fifth Amendment to Amended and Restated Agreement of Limited
Partnership of Geodyne Institutional/Pension Energy Income Limited Partnership
P-5 (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 October 27, 1989, 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 26, 1990, Properties and Depositary executed and
entered into that certain PaineWebber/Geodyne Institutional/Pension Energy
Income Limited Partnership P-5 Amended and Restated Agreement of Limited
Partnership (the "Amended and Restated Agreement"); and
WHEREAS, on February 25, 1993, Properties executed and entered into that
First Amendment to the Amended and Restated Agreement whereby it changed (i) the
name of the Partnership from "PaineWebber/Geodyne Institutional/Pension Energy
Income Limited Partnership P-5" to "Geodyne Institutional/Pension Energy Income
Limited 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 August 4, 1993, Properties executed and entered into that
Second Amendment to the Amended and Restated 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
Third Amendment to the Amended and Restated 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
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WHEREAS, on July 1, 1996, Resources, as successor via merger to Properties,
executed and entered into, as General Partner, that certain Fourth Amendment to
the Amended and Restated Agreement whereby it amended certain provisions to
provide that Resources, as successor via merger to Properties, is the General
Partner of the Partnership; and
WHEREAS, Section 11.1 of the Amended and Restated Agreement provides that
the general partner of the partnership (the "General Partner") may, without
prior notice or consent of any Unit Holder (as defined in the Agreement), amend
any provision of this Amended and Restated Agreement if, in its opinion, such
amendment does not have a material adverse effect upon the Unit Holders; and
WHEREAS, Section 2.4 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 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
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 2.4. 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 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 the 27th day of October, 2005.
Geodyne Resources, Inc.
as General Partner
By: //s// Xxxxxx X. Xxxxx
----------------------
Xxxxxx X. Xxxxx
President
Geodyne Institutional
Depositary Company,
as the Limited Partner
By: //s// Xxxxxx X. Xxxxx
----------------------
Xxxxxx X. Xxxxx
President
Geodyne Resources, Inc.,
as Attorney-in-Fact for all
Substituted Limited Partners
By: //s// Xxxxxx X. Xxxxx
----------------------
Xxxxxx X. Xxxxx
President
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