0001140361-09-017927 Sample Contracts

FORM OF LIMITED PARTNERSHIP AGREEMENT OF PDC 2004-D LIMITED PARTNERSHIP, A WEST VIRGINIA LIMITED PARTNERSHIP
Limited Partnership Agreement • August 5th, 2009 • PDC 2004-D Limited Partnership • Drilling oil & gas wells

This LIMITED PARTNERSHIP AGREEMENT (the "Agreement") is made as of this 1st day of October, 2004 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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FORM OF DRILLING AND OPERATING AGREEMENT
Drilling and Operating Agreement • August 5th, 2009 • PDC 2004-D Limited Partnership • Drilling oil & gas wells

This Agreement is entered into by and between PDC 2004-D Limited Partnership, hereinafter designated and referred to as the "Partnership", and Petroleum Development Corporation, hereinafter referred to and designated as "PDC".

ASSIGNMENT OF WORKING INTEREST
Assignment of Working Interest • August 5th, 2009 • PDC 2004-D Limited Partnership • Drilling oil & gas wells

This Assignment made this 13th day of November 2004 from PETROLEUM DEVELOPMENT CORPORATION, a Nevada Corporation, (herein called "Assignor") to PDC 2004D, Limited Partnership, (herein called "Assignee");

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