PDC 2003-B Lp Sample Contracts

FORM OF LIMITED PARTNERSHIP AGREEMENT OF
Limited Partnership Agreement • February 12th, 2010 • PDC 2003-B Lp • Drilling oil & gas wells

This LIMITED PARTNERSHIP AGREEMENT (the "Agreement") is made as of this 3rd day of September, 2002 2001,[2002,2003] by and among Petroleum Development Corporation, a Nevada corporation, as managing general partner (the "Managing General Partner"), Steven R. Williams, a resident of West Virginia, as the Initial Limited Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as additional general partners (the "Additional General Partners") or as limited partners (the "Limited Partners" and, collectively with Additional General Partners, the "Investor Partners"), pursuant to the provisions of the West Virginia Uniform Limited Partnership Act (the "Act''), on the following terms and conditions:

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DRILLING AND OPERATING AGREEMENT
Drilling and Operating Agreement • February 12th, 2010 • PDC 2003-B Lp • Drilling oil & gas wells

This Agreement is entered into by and between PDC 2003-B Limited Partnership, hereinafter designated and referred to as the "Partnership", and Petroleum Development Corporation, hereinafter referred to and designated as "PDC".

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 21st, 2011 • PDC 2003-B Lp • Drilling oil & gas wells • Delaware

THIS AGREEMENT AND PLAN OF MERGER, (this “Agreement”) is made on June 20, 2011, by and among PDC 2003-B LIMITED PARTNERSHIP, a West Virginia limited partnership (the “Partnership”), PETROLEUM DEVELOPMENT CORPORATION, a Nevada corporation (“PDC”), and DP 2004 MERGER SUB, LLC, a Delaware limited liability company (“LLC”).

FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • November 4th, 2011 • PDC 2003-B Lp • Drilling oil & gas wells

This FIRST AMENDMENT (this “Amendment”) to the Limited Partnership Agreement (the “Agreement”) of PDC 2003-B Limited Partnership (the “Partnership”) is made as of this 28th day of October, 2011. Capitalized terms used but not defined in this Amendment shall have the respective meanings given to such terms in the Agreement. Each reference to “hereof,” “hereunder,” “hereby” and “this Agreement” in the Agreement shall, from and after the date of this Amendment, refer to the Agreement as amended by this Amendment.

ASSIGNMENT OF WORKING INTEREST
PDC 2003-B Lp • February 12th, 2010 • Drilling oil & gas wells

This Assignment made this 1st day of April 2003 from PETROLEUM DEVELOPMENT CORPORATION, a Nevada Corporation, (herein called "Assignor") to PDC 2003-B, Limited Partnership, (herein called "Assignee'');

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