ex10_2.htm






Exhibit 10.2





Wells Ranch #42-6

Lease No. 688000





ASSIGNMENT OF WORKING INTEREST





This Assignment made this 2nd day of May 2004 from PETROLEUM DEVELOPMENT CORPORATION, a Nevada Corporation, (herein called "Assignor") to PDC 2004-A, Limited Partnership, (herein called "Assignee");





WITNESSETH





Assignor, for the sum of One Dollar ($1.00) and other valuable consideration, the receipt of which is hereby acknowledged, does by these presents GRANT, BARGAIN, SELL, EXCHANGE, CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER unto Assignee all of the following:





1.     The specific undivided Interest shown In Exhibit A in respect of each of the oil and gas leases shown in Exhibit A, but only to the extent such leases cover lands and depths necessary for production of the specific oft and gas well identified In Exhibit A. This is intended to be a "wellbore assignment."
Assignee shall be entitled to receive that share of production from the well Identified in Exhibit A which is attributable to the undivided Interest here being assigned, but the Assignee shall have, as a result of this Assignment, no Interest whatsoever in any other oil and gas well, whether now existing or hereafter drilled, which may be located on the lands described in Exhibit A or on any land pooled therewith. Assignor expressly excepts from this Assignment and reserves to itself, its successors and assigns,
the remainder of the lease and the leasehold oil and gas estate, including (without limitation) the right to produce other wells which are or may be located on the lands described In Exhibit A and lands pooled therewith, without the obligation to account to Assignee for any such other production.





2.     The specific undivided interest shown in Exhibit A In all valid unitization, pooling, operating and communitization agreements, declarations and orders Involving the leasehold interests here being assigned, but only to the extent that such agreements, declarations and orders relate to the well specifically
identified in Exhibit A and in all other respects limited to the manner as set forth in Paragraph 1, above.





3.     The specific undivided interest shown In Exhibit A in all valid oil and gas sales, purchase, exchange and processing contracts, but only to the extent that such contracts relate to the well specifically identified in Exhibit A and in all other respects limited in the manner set forth In Paragraph 1, above.





4.     The specific undivided interest shown in Exhibit A In all personal property, improvements, lease and well equipment, easements, permits, licenses, servitudes and rights-of-way now owned by Assignor and being used in connection with The operation of the well specifically identified in Exhibit A or in
connection with the production, treating, storing, transportation or marketing of oil, gas and other minerals from that well, but in all respects limited in the manner set forth in Paragraph 1, above.





TO HAVE AND TO HOLD the interests described unto Assignee, its successors and assigns, forever.





This Assignment is made without warranties of any type (whether of title, merchantability or fitness for a particular use), either express or implied, but is made with full substitution of Assignee In all covenants and warranties previously given or made by others, but only to the extent of the interests here assigned. Assignor does, however,
expressly intend that this Assignment convey any title that Assignor may hereafter acquire to the extent that such after-acquired title may be necessary to fulfill the interests herein assigned.





Assignee shall bear its proportionate share of all burdens on production now of record and hereby assumes its proportionate share of all other obligations that relate to the well specifically identified in Exhibit A and the production therefrom.





Both Assignor and Assignee hereby agree to execute and deliver such additional instruments, notices, division orders, transfer orders and other documents as may reasonably be requested by the other, and to do such other acts and things, as may be necessary or convenient to accomplish this Assignment in the manner and to the extent described
in Paragraph 1, above.





  



  







  





Wells Ranch #42-5

Lease No. 669000





IN WITNESS WHEREOF. Petroleum Development Corporation has executed and delivered this instrument, with the intention that it shall be effective as of the date of first production from the well specifically identified in Exhibit A.






	  	
PETROLEUM DEVELOPMENT CORPORATION

	  	
A Nevada Corporation

	  	  	  
	  	
BY:
	
/s/ William D. Gainor

	  	  	
William D. Gainor

	  	  	
Land Manager













	
STATE OF WEST VIRGINIA
	  	
)
	  
	  	  	
)
	
TO-WIT:

	
COUNTY OF HARRISON
	  	
)
	  







The foregoing instrument was acknowledged before me this 6th day of May 2004 by William D. Galnor, Land Manager of Petroleum Development Corporation, a Nevada Corporation, for and on behalf of the Corporation.
He executed the foregoing for the purposes therein contained.






	
OFFICIAL SEAL
	  	
/s/ Rita A. Clark

	
Notary Public, State of West Virginia
	  	
Rita A. Clark

	
RITA A. CLARK
	  	
Notary Public -
	
State of West Virginia

	
Petroleum Development Corporation
	  	  	
County of Harrison

	
103 East Main Street, Box 26
	  	
My Commission expires: June 2, 2009

	
Bridgeport, WV 26330
	  	  	  
	
My commission expires June 2, 2009
	  	  	  







This instrument was prepared by:





Petroleum Development Corporation

103 East Main Street

P. O. Box 26

Bridgeport, WV 26330

Ph: 1-800-624-3821 or 304-842-6256





  



  







  





Wells Ranch 42-5

Lease No. 688000





AMENDMENT TO

ASSIGNMENT OF WORKING INTEREST





THIS AMENDMENT TO ASSIGNMENT OF WORKING INTEREST is made March 2, 2006 between Petroleum Development Corporation, a Nevada corporation, and PDC 2004-A Limited Partnership, a West Virginia limited partnership whose address is P. O. Box 26, Bridgeport, West Virginia 26330.





1.     Background. By this instrument, the parties correct and amend the Assignment of Working Interest (the "Original Assignment"), dated May 2, 2004 and recorded as Instrument No. 3220266 in the real property records of Weld County, Colorado.





2.    Amendment. Petroleum Development Corporation and PDC 2004-A Limited Partnership hereby amend the Original Assignment by deleting in its entirely the Exhibit A that is attached to the Original Assignment and replacing it with the Exhibit A that is attached to this instrument. All other provisions of the Original
Assignment are unchanged.





3.    Effective Date. The parties intend that this amendment be deemed effective at the effective date of the Original Assignment, just as if the Exhibit A that is attached to this instrument had originally been attached to the Original Assignment.





IN WITNESS WHEREOF, this instrument has been executed by the parties.






	  	
PDC 2004-A LIMITED PARTNERSHIP

	  	  
	  	
By:
	
Petroleum Development Corporation

	  	  
	  	
By:
	
/s/ Ersel E. Morgan, Jr

	  	  	
Ersel E. Morgan, Jr. as Vice President









	
STATE OF WEST VIRGINIA
	  	
§
	  
	  	  	
§
	
ss

	
COUNTY OF HARRISON
	  	
§
	  







The foregoing  instrument was acknowledged before me this 5th day of April, 2006, by Ersel E.
Morgan, as Vice President of Petroleum Development Corporation, the Managing General Partner of PDC 2004-A Limited Partnership, a West Virginia limited partnership.





Witness my hand and official seal.






	
OFFICIAL SEAL
	  	
/s/ Rita A. Clark

	
Notary Public, State of West Virginia
	  	
Rita A. Clark as Notary Public

	
RITA A. CLARK
	  	
Harrison County, West Virginia

	
Petroleum Development Corporation
	  	  	  
	
103 East Main Street, Box 26
	  	
My Commission expires: June 2, 2009

	
Bridgeport, WV 26330
	  	  	  
	
My commission expires June 2, 2009
	  	  	  



 



  



  







  





EXHIBIT "A”

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 42-5
	
Anadarko E & P Co., LP and Anadarko Land Corp.
	
12-18-2002
	
3040480
	
T5N, R63W Sec. 5: SE4NE4
	
Weld
	
Colorado
	
0.7998344
	
688000








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
State 21-4
	
State of Colorado
	
06-01-1981
	
2153523
	
T5N, R63W Sec. 4: NE4NW4
	
Weld
	
Colorado
	
0.999793
	
678900








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 32-5
	
Anadarko E & P Co. and Anadarko Land Corp.
	
12-18-2002
	
3040480
	
T5N, R63W Sec. 5: SW4NE4
	
Weld
	
Colorado
	
0.7998344
	
688000








  



  







  






EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 41-5
	
Anadarko E & P Co. and Anadarko Land Corp.
	
12-18-2002
	
3040480
	
T5N, R63W Sec. 5: NE4NE4
	
Weld
	
Colorado
	
0.7998344
	
688000








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
State 13-4
	
State of Colorado
	
06-01-1981
	
2153523
	
T5N, R63W Sec. 4: NW4SW4
	
Weld
	
Colorado
	
0.999793
	
679300








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
State 23-4
	
State of Colorado
	
06-01-1981
	
2153523
	
T5N, R63W Sec. 4: NE4SW4
	
Weld
	
Colorado
	
0.999793
	
679300








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 32-2
	
Wells Ranch
	
02-20-2004
	
3162341
	
T5N, R63W Sec. 2: SW4NE4
	
Weld
	
Colorado
	
0.999793
	
687600








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Cattleman 24-31D
	
Farr Farms Company
	
11-18-1981
	
1876411
	
T6N, R64W Sec. 31: SE4SW4
	
Weld
	
Colorado
	
0.999793
	
639700








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 12-3
	
Anadarko E & P Co. and Anadarko Land Corp,
	
11-28-2002
	
3030427
	
T5N, R63W Sec. 3: SW4NW4
	
Weld
	
Colorado
	
0.7998344
	
691100








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Cattleman 14-31D
	
Farr Farms Company
	
11-18-1981
	
1876411
	
T6N, R64W Sec. 31: SW4SW4
	
Weld
	
Colorado
	
0.999793
	
639700








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 21-3
	
Anadarko E & P Co. and Anadarko Land Corp.
	
11-28-2002
	
3030427
	
T5N, R63W Sec. 3: NE4NW4
	
Weld
	
Colorado
	
0.7998344
	
691100








  



  







  





EXHIBIT "A"



AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 41-3
	
Anadarko E & P Co. and Anadarko Land Corp.
	
11-28-2002
	
3030427
	
T5N, R63W Sec. 3: NE4NE4
	
Weld
	
Colorado
	
0.7998344
	
691100








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Cattleman 23-31D
	
Farr Farms Company
	
11-18-1981
	
1876411
	
T6N, R64W Sec. 31: NE4SW4
	
Weld
	
Colorado
	
0.999793
	
639700








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 13-11
	
Anadarko E & P Company
	
05-05-2003
	
3158654
	
T5N, R63W Sec. 11: NW4SW4
	
Weld
	
Colorado
	
0.7998344
	
688200








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 24-11
	
Anadarko E & P Co.
	
05-05-2003
	
3158654
	
T5N, R63W Sec. 11: SE4SW4
	
Weld
	
Colorado
	
0.7998344
	
688200








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Cattleman 13-31D
	
Farr Farms Company
	
11-18-1981
	
1876411
	
T6N, R64W Sec. 31: NW4SW4
	
Weld
	
Colorado
	
0.999793
	
639700








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 14-11
	
Anadarko E & P Co. and Anadarko Land Corp.
	
05-05-2003
	
3158654
	
T5N, R63W Sec. 11: SW4SW4
	
Weld
	
Colorado
	
0.7998344
	
688200








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 24-1
	
Anadarko E & P Co. and Anadarko Land Corp.
	
10-03-2003
	
3230201
	
T5N, R63W Sec. 1: SESW
	
Weld
	
Colorado
	
0.799S344
	
691000








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 24-33
	
Anadarko E & P Co. and Anadarko Land Corp.
	
12-23-2002
	
3225680
	
T6N, R63W Sec. 33: SESW
	
Weld
	
Colorado
	
0.7998344
	
688400








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 23-1
	
Anadarko E & P Co. and Anadarko Land Corp.
	
10-03-2003
	
3230201
	
T5N, R63W Sec. 1: NE4SW4
	
Weld
	
Colorado
	
0.7998344
	
691000








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 23-34
	
Wells Ranch
	
03-23-1988
	
2136098
	
T6N, R63W Sec. 34: NESW
	
Weld
	
Colorado
	
0.999793
	
651500








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 23-33
	
Anadarko E & P Co. and Anadarko Land Corp.
	
12-23-2002
	
3225680
	
T6N,R63WSec. 33:NESW
	
Weld
	
Colorado
	
0.7998344
	
688400








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 24-34
	
Wells Ranch
	
03-23-1988
	
2136098
	
T6N, R63W Sec. 34: SESW
	
Weld
	
Colorado
	
0.999793
	
651500








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 13-33
	
Anadarko E & P Co. and Anadarko Land Corp.
	
12-23-2002
	
3225680
	
T6N, R63W Sec. 33: NWSW
	
Weld
	
Colorado
	
0.7998344
	
688400








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 34-34
	
Wells Ranch
	
03-23-1988
	
2136098
	
T6N, R63W Sec. 34: SW4SE4
	
Weld
	
Colorado
	
0.999793
	
651500








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Wells Ranch 33-34
	
Wells Ranch
	
03-23-1988
	
2136098
	
T6N, R63W Sec. 34: NW4SE4
	
Weld
	
Colorado
	
0.999793
	
651500








  



  







  





Chevron Texaco#24C-12D

Lease No. 691300





ASSIGNMENT OF WORKING INTEREST





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





WITNESSETH





Assignor, for the sum of One Dollar ($1.00) and other valuable consideration, the receipt of which is hereby acknowledged, does by these presents GRANT, BARGAIN, SELL, EXCHANGE, CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER unto Assignee all of the following:

 

1.   The specific undivided interest shown In Exhibit A in respect of each of the oil and gas leases shown in Exhibit A, but only to the extent such leases cover lands and depths necessary for production of the specific oil and gas well identified in Exhibit A. This is intended to be a "wellborn assignment."
Assignee shall be entitled to receive that share of production from the well identified in Exhibit A which is attributable to the undivided interest here being assigned, but the Assignee shall have, as a result of this Assignment, no interest whatsoever in any other oil and gas well, whether now existing or hereafter drilled, which may be located on the lands described in Exhibit A or on any land pooled therewith. Assignor expressly excepts from this Assignment and reserves to itself, its successors and assigns,
the remainder of the lease and the leasehold oil and gas estate, including (without limitation) the right to produce other wells which are or may be located on the lands described in Exhibit A and lands pooled therewith, without the obligation to account to Assignee for any such other production.

 

2.  The specific undivided interest shown in Exhibit A in all valid unitization, pooling, operating and communitization agreements, declarations and orders involving the leasehold interests here being assigned, but only to the extent that such agreements, declarations and orders relate to the well specifically
Identified In Exhibit A and In all other respects limited to the manner as set forth in Paragraph 1,above.

 

3.  The specific undivided interest shown in Exhibit A in all valid oil and gas sales, purchase, exchange and processing contracts, but only to the extent that such contracts relate to the well specifically identified in Exhibit A and in all other respects limited in the manner set forth in Paragraph 1, above.

 

4. The specific undivided interest shown in Exhibit A in all personal property, improvements, lease and well equipment, easements, permits, licenses, servitudes and rights-of-way now owned by Assignor and being used in connection with the operation of the well specifically identified in Exhibit A or In connection
with the production, treating, storing, transportation or marketing of oil, gas and other minerals from that well, but in all respects limited in the manner set forth In Paragraph 1, above.

 

TO HAVE AND TO HOLD the interests described unto Assignee, its successors and assigns, forever.

 

This Assignment is made without warranties of any type (whether of title, merchantability or fitness for a particular use), either express or implied, but is made with full substitution of Assignee in all covenants and warranties previously given or made by others, but only to the extent of the interests here assigned.
Assignor does, however, expressly intend that this Assignment convey any title that Assignor may hereafter acquire to the extent that such after-acquired title may be necessary to fulfill the interests herein assigned.

 

Assignee shall bear its proportionate share of all burdens on production now of record and hereby assumes its proportionate share of all other obligations that relate to the well specifically identified In Exhibit A and the production therefrom.

 

Both Assignor and Assignee hereby agree to execute and deliver such additional instruments, notices, division orders, transfer orders and other documents as may reasonably be requested by the other, and to do such other acts and things, as may be necessary or convenient to accomplish this Assignment in the manner and
to the extent described in Paragraph 1, above.





  



  







  





Chevron Texaco #24C-12D

Lease No. 691300





IN WITNESS WHEREOF, Petroleum Development Corporation hag executed and delivered this instrument, with the intention that it shall be effective as of the date of first production from the well specifically identified in Exhibit A.






	  	
PETROLEUM DEVELOPMENT CORPORATION

	  	
A Nevada Corporation

	  	  	  
	  	
BY:
	
/s/ William D. Gainor

	  	  	
William D. Gainor

	  	  	
Land Manager













	
STATE OF WEST VIRGINIA
	  	
)
	  
	  	  	
)
	
TO-WIT:

	
COUNTY OF HARRISON
	  	
)
	  







The foregoing Instrument was acknowledged before me this 13th day of May 2004 by William D. Gainor, Land
Manager of Petroleum Development Corporation, a Nevada Corporation, for and on behalf of the Corporation. He executed the foregoing for the purposes therein contained.






	
OFFICIAL SEAL
	  	
/s/ Rita A. Clark

	
Notary Public, State of West Virginia
	  	
Rita A. Clark

	
RITA A. CLARK
	  	
Notary Public -
	
State of West Virginia

	
Petroleum Development Corporation
	  	  	
County of Harrison

	
103 East Main Street, Box 26
	  	
My Commission expires: June 2, 2009

	
Bridgeport, WV 26330
	  	  	  
	
My commission expires June 2, 2009
	  	  	  







This Instrument was prepared by:

 

Petroleum Development Corporation

103 East Main Street

P. O. Box 26

Bridgeport, WV 26330

Ph: 1-800-624-3621 or 304-842-6256





  



  







  





Chevron Texaco 24C-12D

Lease No. 691300





AMENDED ASSIGNMENT OF WORKING INTEREST





This Amended Assignment of Working Interest made March 2, 2006,2006 from PETROLEUM DEVELOPMENT CORPORATION, a Nevada Corporation, (herein called "Assignor") to PDC 2004-A, Limited Partnership, (herein called "Assignee");





WHEREAS: Petroleum Development Corporation has made two separate Assignments of Working Interest to the PDC 2004-A Limited Partnership as set forth below:






	
  
	
a.
	
Assignment of Working Interest dated May 13, 2004 and recorded as Instrument No. 661507 in the real property records of Garfield County, Colorado.









	
  
	
b.
	
Assignment of Working Interest dated December 8, 2004 and recorded as Instrument No. 665532 in the real property records of Garfield County, Colorado.








WHEREAS: It is the intent of this Amended Assignment of Working Interest that Petroleum Development Corporation correct, replace and supercede any past Assignments of Working Interest to the PDC 2004-A Limited
Partnership in relation to wells and interests listed on the respective Exhibit A's to the assignments.





NOW THEREFORE: Petroleum Development Corporation hereby replaces, in their entirety, the above listed Assignments of Working Interest and replaces both instruments with this Amended Assignment of Working Interest
as set forth by the terms and conditions listed below.





3.   Effective Date. The parlies intend that this amendment be deemed effective at the effective date of the Original Assignment, just as if the Exhibit A that is attached to this instrument had originally been attached to the Original Assignment.

 

IN WITNESS WHEREOF, this instrument has been executed by the parties.






	  	
PDC 2004-A LIMITED PARTNERSHIP

	  	  	  
	  	
By:
	
Petroleum Development Corporation

	  	  	  
	  	
By:
	
/s/ Ersel E. Morgan, Jr

	  	  	
Ersel E. Morgan, Jr as Vice President




 


	
STATE OF WEST VIRGINIA
	 	
§
	  
	  	 	
§
	
ss.

	
COUNTY OF HARRISON
	 	
§
	  







The  foregoing  instrument was  acknowledged before  me  this 5th day
of April 2006, by Ersel E. Morgan, as Vice President of Petroleum Development Corporation, the Managing General Partner of PDC 2004-A Limited Partnership, a West Virginia limited partnership.

 

Witness my hand and official seal.






	  	  	
/s/ Rita A. Clark

	  	  	
Rita A. Clark as Notary Public

	  	  	
Harrison County, West Virginia

	  	  	
My Commission expires: June 2, 2009








  



  







  





EXHIBIT "A"

AMENDED ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Chevron Texaco 24C-12D
	
Chevron USA, Inc.
	
05-12-2002
	
614407
	
T6S, R97W Sec. 12: SE4SW4
	
Garfield
	
Colorado
	
0.199793
	
691300








  



  







  





EXHIBIT WA"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Puckett 238-25
	
Puckett Land Company
	
11-15-1999
	
586562
	
T6S, R97W Sec. 25: SE4SW4
	
Garfield
	
Colorado
	
0.999793
	
636800








  



  







  









EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Puckett 11C-17D
	
Puckett Land Company
	
11-15-1999
	
556562
	
T7S, R96W Sec. 17: NW4NW4
	
Garfield
	
Colorado
	
0.999793
	
636800








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Puckett 21C-25
	
Puckett Land Company
	
11-15-1999
	
556562
	
T6S, R97W Sec. 25: NE4NW4
	
Garfield
	
Colorado
	
0.999793
	
636800








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR, OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Puckett 21C-17D
	
Puckett Land Company
	
11-15-1999
	
556562
	
T7S, R96W Sec. 17: NE4NW4
	
Garfield
	
Colorado
	
0.999793
	
636800












  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR. OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Puckett 33C-25
	
Puckett Land Company
	
11-15-1999
	
556562
	
T6S, R97W Sec. 25: NW4SE4
	
Garfield
	
Colorado
	
0.999793
	
636800








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Puckett 22C-17D
	
Puckett Land Company
	
11-15-1999
	
556562
	
T7S, R96W Sec. 17: SE4NW4
	
Weld
	
Colorado
	
0.999793
	
636800








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Puckett 22B-1
	
Puckett Land Company
	
11-15-1999
	
556562
	
T7S, R97W Sec 1: SE4NW4
	
Garfield
	
Colorado
	
0.999793
	
636800








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Puckett 34C-25
	
Puckett Land Company
	
11-15-1999
	
556562
	
T6S, R97W Sec 25:SWSE
	
Garfield
	
Colorado
	
0.999793
	
636800








  



  







  





EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Puckett 31-36
	
Puckett Land Company
	
11-15-1999
	
556562
	
T6S, R97W Sec 36: NW4NE4
	
Garfield
	
Colorado
	
0.999793
	
636800








  



  







  





EXHIBIT "A"

AMENDED ASSIGNMENT OF WORKING INTEREST PDC 2004-A LIMITED PARTNERSHIP










	
WELL NAME
	
LESSOR OR ASSIGNOR
	
LEASE DATE
	
RECEPTION NO. BOOK/PAGE
	
LEGAL DESCRIPTION
	
COUNTY
	
STATE
	
ASSIGNED INTEREST
	
LEASE NO.

	
Puckett 43C-25
	
Puckett Land Company
	
11-15-1999
	
556562
	
T6S, 97W, Sec 25: NESE
	
Garfield
	
Colorado
	
0.99793
	
636800