ex10_2.htm






Exhibit 10.2





Howard Lake #12-9

Lease No. 762100









ASSIGNMENT OF WORKING INTEREST







This Assignment made this 7th day of September from PETROLEUM DEVELOPMENT CORPORATION, a Nevada Corporation, (herein called "Assignor") to PDC 2004C, 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 "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.





  



  







  





Howard Lake #12-9


Lease No. 762100









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 16th day of September 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

	

Note 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






  



  







  






Howard Lake 12-9

Lease No. 762100









AMENDMENT TO

ASSIGNMENT OF WORKING INTEREST









THIS AMENDMENT TO ASSIGNMENT OF WORKING INTEREST is made March 8, 2006 between Petroleum Development Corporation, a Nevada corporation, and PDC 2004-C 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 September 7, 2004 and recorded as Instrument No, 3282449 in the real property records of Weld County, Colorado.





2.     Amendment. Petroleum Development Corporation and PDC 2004-C Limited Partnership hereby amend the Original Assignment by deleting in its entirety 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-C LIMITED PARTNERSHIP

	 	 
	  	
By:
	
Petroleum Development Corporation

	  	  	  
	  	  	  
	  	
By:
	
Ersel E. Morgan

	  	  	
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-C Limited Partnership, a West Virginia limited partnership.









Witness my hand and official seal.

















	

OFFICIAL SEAL

	  	
/s/ Rita A. Clark

	

Note Public. State of West Virginia 

	  	
Rita A. Clark

	

RITA A. CLARK

	  	
Harrison County West Virginia

	

Petroleum Development Corporation

	  	
My commission expires: June 2, 2009

	

103 East Main Street. Box 26

	  	
 

	

Bridgeport, WV 26330

	  	  	  
	
My commission expires June 2, 2009
	  	  	  




 




  



  







  






EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST

PDC 2004-C LIMITED PARTNERSHIP









	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Howard Lake 12-9

	

Anadarko E & P Co., LP and Anadarko Land Corp.

	

09-21-2004

	

3243321

	

T6N; R64W Sec. 9: SW4NW4

	

Weld

	

Colorado

	

0.87345125

	

762100









  



  







  






EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST

PDC 2004-C LIMITED PARTNERSHIP









	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Wells Ranch 14-15

	

Anadarko E & P Co., LP and Anadarko Land Corp.

	

10-07-2004

	

3243367

	

T6N, R63W Sec. 15: SW4SW4

	

Weld

	

Colorado

	

0.87345125

	

765800









  



  







  






EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST

PDC 2004-C LIMITED PARTNERSHIP









	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Cornish 11-3

	

Anadarko E & P Co., LP and Anadarko Land Corp.

	

10-13-2004

	

3243322

	

T6N, R63W Sec. 3: NW4NW4

	

Weld

	

Colorado

	

0.87345125

	

765500









  



  







  





EXHIBIT "A"


AMENDMENT TO ASSIGNMENT OF WORKING INTEREST

PDC 2004-C LIMITED PARTNERSHIP









	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Erickson 34-4

	

William E. Erickson

	

02-10-2004

	

3173745

	

T6N, R64W Sec. 4: SW4SE4

	

Weld

	

Colorado

	

0.99823

	

745900









  



  







  



 


EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST


PDC 2004-C LIMITED PARTNERSHIP






	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Christiansen 34-7

	

Anadarko E & P Co., Inc. and Anadarko Land Corp

	

10-15-2004

	

3243320

	

T6N, R63W Sec. 7: SW4SE4

	

Weld

	

Colorado

	

0.87345125

	

765300









  



  







  



 


EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST


PDC 2004-C LIMITED PARTNERSHIP






	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Lawley 31-4

	

Shirley Lawley, et ux

	

07-06-2004

	

3208265

	

T6N, R64W Sec. 4: NW4NE4

	

Weld

	

Colorado

	

0.99823

	

763700


	  	

Jack O. Skjoldage, et vir

	

07-22-2004

	

3217731

	

T6N, R64W Sec. 4: PO W2NE4

	  	  	  	

766400


	  	

Louise Jane Todd

	

05-27-2004

	

3195097

	  	  	  	  	

759900


	  	

David A. Barrell

	

05-27-2004

	

3192850

	  	  	  	  	

759200


	  	

Margaret K. Look

	

06-02-2004

	

3201749

	  	  	  	  	

760900


	  	

Warren L. Look

	

09-01-2004

	

3228245

	  	  	  	  	

773500


	  	

NTB of Florida, N.A. Trustees of the J. Logan Look Trust FBO Linda Eastman

	

09-01-2004

	

3228246

	  	  	  	  	

773400









  



  







  








EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST

PDC 2004-C LIMITED PARTNERSHIP









	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Cecil 13-1

	

Anadarko E & P Co., Inc. and Anadarko Land Corp.

	

10-26-2004

	

3243324

	

T6N, R64W Sec. 1: NW4SW4

	

Weld

	

Colorado

	

0.87345125

	

765600









  



  







  








EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST


PDC 2004-C LIMITED PARTNERSHIP






	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Lawley 32-4

	

Shirley Lawley, et ux

	

07-06-2004

	

3208265

	

T6N, R64W Sec. 4: SE4SE4

	

Weld

	

Colorado

	

0.99823

	

763600


	  	

Jack O. Skjoldage, et vir

	

07-22-2004

	

3217731

	

T6N, R64W Sec. 4: PO W2NE4

	  	  	  	

766400


	  	

Louise Jane Todd

	

05-27-2004

	

3195097

	  	  	  	  	

759900


	  	

David A. Barrell

	

05-27-2004

	

3192850

	  	  	  	  	

759200


	  	

Margaret K. Look

	

06-02-2004

	

3201749

	  	  	  	  	

760900


	  	

Warren L. Look

	

09-01-2004

	

3228245

	  	  	  	  	

773500


	  	

NTB of Florida, N A. Trustees of the J, Logan Look Trust FBO Linda Eastman

	

09-01-2004

	

3228246

	  	  	  	  	

773400









  



  







  



 

EXHIBIT "A"


AMENDMENT TO ASSIGNMENT OF WORKING INTEREST


PDC 2004-C LIMITED PARTNERSHIP






	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED

INTEREST

	

LEASE NO.


	

Harper 43-27

	

Anadarko E & P Co., Inc. and Anadarko Land Corp.

	

11-01-2004

	

3258645

	

T7N, R65W Sec. 27: NESE

	

Weld

	

Colorado

	

0.87345125

	

763300









  



  







  










EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST


PDC 2004-C LIMITED PARTNERSHIP






	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Lawley 44-4D

	

Sherry Lawley

	

07-06-2004

	

3208264

	

T6N, R64W Sec. 4: SE4SE4

	

Weld

	

Colorado

	

0.99823

	

763600









  



  







  








EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST

PDC 2004-C LIMITED PARTNERSHIP









	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Lang 11-35

	

Anadarko E & P Co., Inc. and Anadarko Land Corp.

	

11-08-2004

	

3260970

	

T7N, R65W Sec. 35: NW4NW4

	

Weld

	

Colorado

	

0.87345125

	

763200









  



  







  






EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST

PDC 2004-C LIMITED PARTNERSHIP









	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Heinze 44-29

	

Anadarko E & P Co., Inc. and Anadarko Land Corp.

	

11-18-2004

	

3274299

	

T7N, R64W Sec. 29: SESE

	

Weld

	

Colorado

	

0.87345125

	

765700









  



  







  



 

EXHIBIT "A"


AMENDMENT TO ASSIGNMENT OF WORKING INTEREST

PDC 2004-C LIMITED PARTNERSHIP









	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST .

	

LEASE NO.


	

Phinney 33-10

	

Myron A. Phinney, et ux

	

05-10-2004

	

3189023

	

T6N, R64W Sec. 10: NW4SE4

	

Weld

	

CO

	

0.99823

	

758700


	  	

Walter James Henderson, III,

Randy Lee Henderson and

Rick Mark Henderson,

Successor Co-Trustees of the Walter J.

& Isobelle I. Henderson Trust

	

05-14-2004

	

3201750

	  	  	  	  	

761100


	  	

David Neil Bloomquist, et ux

	

07-22-2004

	

3208262

	  	  	  	  	

763400









  



  







  






EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST

PDC 2004-C LIMTTED PARTNERSHIP









	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Phinney 44-10

	

Walter James Henderson III,

Randy Lee Henderson & Rick

Mark Henderson, Successor

Co-Trustees of the Walter J. &

Isobelle L Henderson Trust

	

05-14-2004

	

3201751

	

T6N, R64W Sec. 10: SE4SE4

	

Weld

	

Colorado

	

0.99823

	

761200


	  	

Francine H. Nealy

	

05-18-04

	

3201745

	

T6N, R64W Sec. 10: PO S2SE4

	  	  	  	

760800


	  	

Edward A. White

	

05-14-04

	

3189022

	

T6N, R64W Sec. 10: PO S2SE4

	  	  	  	

758600


	  	

Jessie White

	

05-14-04

	

3192848

	

TOM, R64W Sec. 10: PO S2SE4

	  	  	  	

759000









  



  







  







EXHIBIT "A"

PDC 2004-C LIMITED PARTNERSHIP






	

WELL NAME

	

LESSOR or ASSIGNOR

	

LEASE DATE

	

RECEPTION NO.

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE #


	

Richter 43-27

	

Anadarko E & P Co., LP and Anadarko Land Corp.

	

09-14-2004

	

3243365

	

T7N, R64W Sec. 27: NESE

	

Weld

	

CO

	

0.3450

	

764200









  



  







  






EXHIBIT "A"

PDC 2004-C LIMITED PARTNERSHIP









	

WELL NAME

	

LESSOR or ASSIGNOR

	

LEASE DATE

	

RECEPTION NO.

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE #


	

Richter 44-27

	

Anadarko E & P Co., LP and Anadarko Land Corp.

	

09-14-2004

	

3243365

	

T7N, R64W Sec. 27: SESE

	

Weld

	

CO

	

0.3450

	

764200









  



  







  








Chevron-Texaco #33C-12D

Lease No. 691500

 



ASSIGNMENT OF WORKING INTEREST









This Assignment made this 19th day of April 2004 from PETROLEUM DEVELOPMENT CORPORATION, a Nevada Corporation, (herein called "Assignor") to PDC 2004C, 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 "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.





  



  







  






Chevron-Texaco #33C-12D

Lease No. 691500









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 13th day of October 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

	

Note Public. State of West Virginia 

	  	
Rita A. Clark

	

RITA A. CLARK

	  	
Notary Public -
	
State 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. Box26

Bridgeport, WV 26330


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





  



  







  








AMENDMENT TO ASSIGNMENT OF WORKING INTEREST











THIS AMENDMENT TO ASSIGNMENT OF WORKING INTEREST is made March 8, 2006 between Petroleum. Development Corporation, a Nevada corporation, and PDC 2004-C 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 April 19, 2004 and recorded as Instrument No. 673354 in the real property records of Garfield County, Colorado.





2.     Amendment. Petroleum Development Corporation and PDC 2004-C Limited Partnership hereby amend the Original Assignment by deleting in its entirety the Exhibit A that is attached to the Original Assign: lent 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-C LIMITED PARTNERSHIP

	  	  	  
	  	
By:
	
Petroleum Development Corporation

	  	  	  
	  	
By:
	
/s/ Ersel E. Morgan

	  	  	
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
April of 2006, by Ersel E. Morgan, as Vice President of Petroleum Development Corporation, the Managing General Partner of PDC 2004-C Limited Partnership, a West Virginia limited partnership.







Witness my hand and official seal.



















	

OFFICIAL SEAL

	  	
/s/ Rita A. Clark

	

Note Public. State of West Virginia 

	  	
Rita A. Clark

	

RITA A. CLARK

	  	
Harrison County West Virginia

	

Petroleum Development Corporation

	  	
My commission expires: June 2, 2009

	

103 East Main Street. Box 26

	  	
 

	

Bridgeport, WV 26330

	  	  	  
	
My commission expires June 2, 2009
	  	  	  




 








  



  







  










EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST


PDC 2004-C LIMTIED PARTNERSHIP






	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Chevron Texaco 33C-12D

	

Chevron USA, Inc.

	

11-15-2002

	

623088

	

T6S, R97W, Sec. 12: NW4SE4

	

Weld

	

Colorado

	

0.99823

	

691500









  



  







  






EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST

PDC 2004-C LIMITED PARTNERSHIP









	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Chevron Texaco 44C-12D

	

Chevron USA, Inc.

	

11-15-2002

	

623088

	

T6S, R97W, Sec. 12: SE4SE4

	

Garfield

	

Colorado

	

0.99823

	

691500









  



  







  



 


EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST


PDC 2004-C LIMITED PARTNERSHIP






	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Chevron Texaco 43C-12D

	

Chevron USA, Inc.

	

11-15-2002

	

623088

	

T6S, R97W, Sec. 12: NE4SE4

	

Garfield

	

Colorado

	

0.99823

	

691500









  



  







  








EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST

PDC 2004-C LIMITED PARTNERSHIP









	

WELL NAME

	

LESSOR. OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Chevron 14D-17D

	

Chevron USA, Inc.

	

11-15-2002

	

623086

	

T6S, R96W Sec. 17: SW4SW4

	

Garfield

	

Colorado

	

0.99823

	

691300









  



  







  








EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST


PDC 2004-C LIMITED PARTNERSHIP






	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Chevron 14 A-17D

	

Chevron USA, Inc.

	

11-15-2002

	

623086

	

T6S, R96W Sec. 17: SW4SW4

	

Garfield

	

Colorado

	

0.99823

	

691300









  



  







  



 


EXHIBIT "A"

AMENDMENT TO ASSIGNMENT OF WORKING INTEREST

PDC 2004-C LIMITED PARTNERSHIP









	

WELL NAME

	

LESSOR OR ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK/PAGE

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE NO.


	

Chevron 12A-17D

	

Chevron USA, Inc.

	

11-15-2002

	

Book 1447, Page 573

	

T6S, R96W, Sec. 17: SWNW

	

Garfield

	

Colorado

	

0.99823

	

691300









  



  







  







EXHIBIT "A"

PDC 2004-C LIMITED PARTNERSHIP






	

WELL NAME

	

LESSOR or ASSIGNOR

	

LEASE DATE

	

RECEPTION NO. BOOK NO.

	

LEGAL DESCRIPTION

	

COUNTY

	

STATE

	

ASSIGNED INTEREST

	

LEASE # API#


	

Puckett #43C-25

	

Puckett Land Company

	

11-15-1999

	

556562

	

T6S, R97W, Sec. 25: NESE

	

Garfield

	

CO

	

0.65

	

636800