PDC 2005-B Limited Partnership Sample Contracts

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 22nd, 2010 • PDC 2005-B Limited Partnership • Drilling oil & gas wells • Delaware

THIS AGREEMENT AND PLAN OF MERGER, (this “Agreement”) is made on November 16, 2010, by and among PDC 2005-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”).

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FORM OF DRILLING AND OPERATING AGREEMENT DRILLING AND OPERATING AGREEMENT
Drilling and Operating Agreement • February 26th, 2009 • PDC 2005-B Limited Partnership • Drilling oil & gas wells

This Agreement is entered into by and between PDC 2005-B Limited Partnership, hereinafter designated and referred to as the "Partnership", and Petroleum Development Corporation, hereinafter referred to and designated as "PDC".

FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • June 20th, 2011 • PDC 2005-B Limited Partnership • Drilling oil & gas wells

This FIRST AMENDMENT (this “Amendment”) to the Limited Partnership Agreement (the “Agreement”) of PDC 2005-B Limited Partnership (the “Partnership”) is made as of this 15th day of June, 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 2005-B Limited Partnership • February 26th, 2009 • Drilling oil & gas wells

This Assignment made this 4th day of August 2005 from PETROLEUM DEVELOPMENT CORPORATION, a Nevada Corporation, (herein called "Assignor") to PDC 2005B, Limited Partnership, (herein called "Assignee");

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