Exhibit 4.47
Sixth Amendment to
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership II-E
This Sixth
Amendment to Agreement and Certificate of Limited
Partnership
of Geodyne Energy Income Limited
Partnership II-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 September 27, 1988, 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
Energy Income Limited Partnership II-E" to
"Geodyne Energy Income Limited Partnership II-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,
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' (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, Properties executed and entered into that
Third Amendment to the Agreement whereby it
amended certain
provisions to allow
transfers of Units facilita
