EXHIBIT 4.20
Seventh Amendment to
Agreement of Limited Partnership of
Geodyne Institutional/Pension Energy Income
Limited Partnership P-8
This
Seventh Amendment to
Agreement of Limited Partnership of Geodyne
Institutional/Pension
Energy Income Limited Partnership P-8 (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 February 28, 1992, 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 25, 1993,
Properties executed
and entered into that
certain First Amendment to the Agreement whereby it changed (i) the name of
the
Partnership from
"PaineWebber/Geodyne
Institutional/Pension Energy Income
Limited Partnership P-8" to "Geodyne Institutional/Pension Energy
Income Limited
Partnership P-8",
(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
certain 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, Properties executed and entered into that
certain Third Amendment to the Agreement whereby it amended certain
provisions
to allow transfers of Units facilitated through
