EXHIBIT 4.23
Seventh Amendment to
Amended and Restated
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership I-E
This
Seventh Amendment to Amended and Restated Agreement and Certificate
of
Limited Partnership
of Geodyne
Energy Income Limited Partnership I-E (the
"Partnership") is
entered into by and between Geodyne Resources, Inc.
("Resources"), a
Delaware corporation,
as successor General
Partner, and all
Substituted Limited Partners admitted to the Partnership.
WHEREAS, on March 5,
1986, Geodyne
Properties, Inc.
("Properties"),
as
General Partner,
and the Initial
Limited Partner, Susan
Layman, executed
and
entered into that certain PaineWebber/Geodyne Energy Income
Limited Partnership
I-E Agreement
and Certificate of Limited Partnership (the "Preformation
Agreement"); and
WHEREAS, on September 10, 1986, Properties as General Partner
executed and
entered into that certain Amended and Restated Agreement and Certificate of
Limited Partnership (the "Agreement"); and
WHEREAS, on February
25, 1993, Properties
as General Partner 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 I-E" to
"Geodyne Energy Income Limited Partnership I-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
4th, 1993, Properties
as General Partner
executed and
entered into that Second Amendment to the Agreement
whereby it amended
certain
provisions of the Agreement to (i) expedite the method of accepting
transfers of
Limited Partners'
Units in the
Partnership
a
