0001193125-12-003489 Sample Contracts

FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • January 5th, 2012 • Eastern 1998D Limited Partnership • Crude petroleum & natural gas • West Virginia

This FIRST AMENDMENT (this “Amendment”) to the Limited Partnership Agreement (the “Agreement”) of PDC 1998-D Limited Partnership, a West Virginia limited partnership (the “Partnership”), is hereby adopted, effective as of the 29th day of December, 2011, by Petroleum Development Corporation (dba PDC Energy), a Nevada corporation (the “Managing General Partner”), as the managing general partner of the limited partnership. Capitalized terms used but not defined in this Amendment shall have the respective meanings given to such terms in the Agreement. Each reference to “hereby,” “hereof,” “hereunder” and “this Agreement” in the Agreement shall, from and after the effective date of this Amendment, refer to the Agreement as amended by the Amendment.

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