Exhibit 4.20
Seventh Amendment to
Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-B
This
Seventh Amendment to
Agreement of Limited Partnership of Geodyne
Energy Income Limited Partnership III-B (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 January 24, 1990, 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-B" to "Geodyne Energy
Income Limited
Partnership III-B",
(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
