EHXIBIT 4.66
Eighth Amendment to
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership III-F
This
Eighth Amendment to
Agreement and Certificate of Limited Partnership
of Geodyne Energy
Income Limited Partnership III-F (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 March 7,
1990, 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-F"
to "Geodyne Energy Income Limited Partnership III-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 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 no
