Exhibit 4.8
Sixth Amendment to
Amended and Restated
Agreement and Certificate of Limited Partnership of
Geodyne Energy Income Limited Partnership I-D
This Sixth
Amendment to Amended
and Restated Agreement
and Certificate of
Limited Partnership of Geodyne Energy Income Limited Partnership I-D (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
December 20, 1985, 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-D Agreement and Certificate of Limited Partnership (the "Preformation
Agreement"); and
WHEREAS,
on March 4, 1986,
Properties
as General
Partner executed and
entered into that certain Amended and Restated Agreement and Certificate of
Limited Partnership for the 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-D" to "Geodyne Energy Income
Limited Partnership
I-D", (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
as General
Partner executed and
entered into that Second Amendment to the Agreement
whereby it amended
certain
provisions of the Agreement to (i) exp
