EXHIBIT 4.11
Eighth Amendment to
Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-A
This
Eighth Amendment
to Agreement of Limited Partnership of Geodyne
Energy Income Limited
Partnership III-A (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 November 17, 1989, Geodyne Production Company ("Geodyne"),
as
General Partner and Depositary executed and entered into that
certain Agreement
of Limited Partnership of the Partnership (the "Agreement");
and
WHEREAS,
on February
25, 1993, Geodyne executed and entered into that
certain First
Amendment to the Agreement of Limited Partnership whereby it
changed (i) the name of the Partnership from "PaineWebber/Geodyne
Energy Income
Partnership III-A" to "Geodyne Energy Income Limited Partnership III-A", (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, Geodyne executed and entered into that
certain
Second Amendment
to the Agreement of Limited Partnership in order to (i)
expedite the method of accepting transfers of Unit Holders' (as defined in the
Agreement) 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, Geodyne executed and entered into that
certain Third Amendment to the Agreement of Limited Partnership whereby Section
8.1.A(ii) of the
Agreement was deleted in order to allow
transfers of Units
facilitated through a
matching service to the extent that they otherwise comply
with Internal Revenue Se
