EXHIBIT 4.55
Eighth Amendment to
Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-E
This
Eighth Amendment
to Agreement of Limited Partnership of Geodyne
Energy Income Limited
Partnership III-E (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 December 26, 1990, Geodyne Production Company ("Production"),
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,
Production 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-E" to "Geodyne Energy Income Limited Partnership III-E", (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
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, Production 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
