AGREEMENT OF LIMITED PARTNERSHIP OF W. O. PRODUCTION COMPANY, LTD

Exhibit 3.24

AGREEMENT OF LIMITED PARTNERSHIP OF

W. O. PRODUCTION COMPANY, LTD.

This Agreement of Limited Partnership (the “Agreement”) is made as of the 30th day of October, 1996, by arid among W.O. ENERGY, INC., a Texas corporation (the “General Partner”), and W.O. ENERGY OF NEVADA, INC., a Nevada corporation (the “Limited Partner”).  (The General Partner and the Limited Partner are herein referred to collectively as the “Partners” and individually as a “Partner”).

W I T N E S S E T H:

WHEREAS, the General Partner desires to form a limited partnership to own and acquire producing oil and gas properties.

WHEREAS, the Limited Partner desires to invest in such limited partnership as a limited partner thereof

NOW, THEREFORE, for and in consideration of the premises and the covenants and obligations hereinafter set forth, the Partners hereby agree as follows:

ARTICLE I

Formation, Name, Principal

Place of Business, and Purposes

1.01        Formation of Partnership .  The Partners hereby form a limited partnership (the “Partnership”) pursuant and subject to the provisions of the Texas Revised Limited Partnership Act, as amended (the “Act”).  The General Partner shall cause the due filing and recording of a Certificate of Limited Partnership in accordance with applicable statutory requirements in the Office of the Secretary of State of the State of Texas.

1.02        Name .  The name of the Partnership shall be “W.O. PRODUCTION COMPANY, LTD.” and the Partnership shall conduct business under such name.

1.03        Principal Office, Registered Office and Registered Agent .  The address of the principal office of the Partnership in Texas shall be Highway 152 West, Pampa, Texas, 79066. The address of the registered office of the Partnership in Texas shall be located on Highway 152, approximately one (1) mile west of the City Limits of Pampa, Texas, and the registered agent for service of process at such address shall be Miles O’Loughlin.  The Partnership may have other offices if deemed advisable by the General Partner.

1.04        Purposes .  Unless otherwise agreed to by Partners owning at least two-thirds of the Partnership Interests at that time, the purposes of the Partnership shall be to own and acquire producing oil and gas properties, and to explore for oil and gas and develop any reservoirs discovered by such exploration.

1.05        Definitions .  Capitalized words and phrases used in this Agreement have the following meanings:

(a)           “Act” means the Texas Revised Limited Partnership Act, as set forth in Article 6132a-1, Texas Revised Civil Statutes Annotated, as amended from time to time (or any corresponding provisions of succeeding law).

(b)          “Agreement” or “Partnership Agreement” means this Agreement of Limited Partnership, as amended from time to time.  Words such as “herein,” “hereinafter,” “hereof,” “hereto,” and “hereunder,” refer to this Agreement as a whole, unless the context otherwise requires.

(c)           “Capital Account” means, with respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions:

(i)               To each Partner’s Capital Account there shall be credited such Partner’s Capital Contributions, such Partner’s distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Section 4.03 or Section 4.04 hereof, and the amount of any Partnership liabilities assumed by such Partner or which are secured by any Partnership Property distributed to such Partner.

(ii)              To each Partner’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Partnership Property distributed to such Partner pursuant to any provision of this Agreement, such Partner’s distributive share of Losses and any items in the nature of expenses or losses that are specially allocated pursuant to Section 4.03 or Section 4.04 hereof, and the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any property contributed by such Partner to the Partnership.

(iii)             In the event any Partnership Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Partnership Interest.

(iv)            In determining the amount of any liability for purposes of Sections 1.05(c)(i) and 1.05(c)(ii) hereof, there shall be taken into account IRC § 752(c) and the Treasury regulations promulgated thereunder, and any other applicable provisions of the Internal Revenue Code and Treasury regulations.

(v)             Simulated Depletion Deductions; Simulated Gains and Simulated Losses shall be allocated among the Partners in the same ratios as they are allocated the bases of the oil and gas properties giving rise to such items and shall be debited or credited, as the

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case may be, to the Capital Accounts of such Partners.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations § 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations.  In the event the General Partner determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits, thereto, including, by way of illustration and not limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Partnership or the Partners, are computed in order to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Partner pursuant to Section 7 hereof upon the liquidation of the Partnership.  The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations § 1.704-1 (bX2Xiv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations § 1.704-1(b).

(d)          “Capital Contribution” means, with respect to any Partner, the amount of money and the initial Gross As set Value of any property (other than money) contributed to the Partnership with respect to the Partnership Interest held by such Partner, as adjusted from time to time under Section 2.04 hereof.

(e)           “Code” and “IRC” mean the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

(f)           “Depreciation” means, for each fiscal year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner.

(g)          “General Partner” means any Person who (i) is referred to as such in the first paragraph of this Agreement or has become a General Partner pursuant to the terms of this Agreement, and (ii) has not ceased to be a General Partner pursuant to the terms of this Agreement.  “General Partners” means all such Persons.  Whenever in this Agreement an action is required or permitted to be taken by “the General Partner,” such action may be taken by any General Partner.  All references herein to the singular General Partner shall be deemed to be references to the plural General Partners during such times Partnership has more than one

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General Partner and reference to the plural General Partners shall be deemed to be references to the singular General Partner during such times Partnership has only one General Partner.

(h)          “General Partner Affiliate” means any person who controls, is controlled by, or is under common control with, the General Partner.  For purposes of the preceding sentence “control” shall mean the ownership, whether beneficially or of record, of more than 50% of the stock, capital, profits, or equity or beneficial interests of the Person in question.  In determining ownership, the rules for constructive ownership of stock provided in Section 267(c) of the Code shall be applied.

(i)            “Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(i)             The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as determined by the contributing Partner and the Partnership.

(ii)            The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as determined by the General Partner, as of the following times: (a) the acquisition of an additional Partnership Interest by any new or existing partner in exchange for more than a de minimis Capital Contribution; (b) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property as consideration for a Partnership Interest; and (c) the liquidation of the Partnership within the meaning of Regulations Section 1 .704-l(b)(2)(ii)(g); provided, however, that the adjustments pursuant to clauses (a) and (b) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners.

(iii)           The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset on the date of distribution.

(iv)           The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted bases of such assets pursuant to IRC § 734(b) or IRC § 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations § l.704-l(b)(2)(iv)(m) and Section 4.03(f) hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to this Section 1 .05(i)(iv)to the extent the General Partner determines that an adjustment pursuant to Section 1.05(0(u) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this Section 1.05(i) (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to Section 1.05(0(i) , Section 1.05(i)(ii) , or Section 1.05(i)(iv) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

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(j)            “Limited Partner” means any Person (i) whose name is set forth as such on the signature page of this Agreement or who has been admitted as an additional or Substituted Limited Partner pursuant to the terms of this Agreement, and (ii) who is the owner of a Partnership Interest.  “Limited Partners” means all such Persons.

(k)           “Nonrecourse Deductions” means the excess, if any, of the net increase, if any, in the amount of Partnership Minimum Gain during that fiscal year over the aggregate amount of any distributions during that fiscal year Of proceeds of a Nonrecourse Liability that are allocable to an increase in Partnership Minimum Gain.

(l)            “Nonrecourse Liability” means any liability of the Partnership for which no Partner in his capacity as a Partner bears the economic risk of loss.

(m)          “Partner Minimum Gain” means the sum of amounts, determined with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if each Partner Nonrecourse Debt were treated as a Nonrecourse Liability.

(n)          “Partner Nonrecourse Debt” means any Nonrecourse Liability for which any Partner bears the economic risk of loss.

(o)          “Partner Nonrecourse Deductions” means the excess, if any, of the net increase, if any, in the amount of Partner Minimum Gain attributable to Partner Nonrecourse Debt during that fiscal year over the aggregate amount of any distributions during that fiscal year to the Partner who bears the economic risk of loss for such Partner Nonrecourse Debt to the extent such distributions are from the proceeds of such Partner Nonrecourse Debt and are allocable to an increase in Partner Minimum Gain attributable to such Partner Nonrecourse Debt.

(p)          “Partners” means all General Partners and Limited Partners, where no distinction is required by the context in which the term is used.  “Partner” means any one of the Partners.

(q)          “Partnership” means the partnership created pursuant to this Agreement and the partnership continuing the business of this Partnership in the event of dissolution as herein provided.

(r)           “Partnership Minimum Gain” means, with respect to each Nonrecourse Liability, the amount of gain that would be realized by the Partnership if it sold the property subject to the liability in a taxable transaction for an amount equal to that Nonrecourse Liability.

(s)           “Partnership Interest” means a Partner’s interest in the Partnership, including the right to receive distributions of Partnership assets and the right to receive allocations of income, gain, loss, deduction, and credit of the Partnership.  For purposes of determining the percentage that a Partnership Interest represents in the Partnership, the percentage of Partnership Profits allocated to that Partnership Interest under Section 4.01 hereof at the time of the determination shall govern.

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(t)           “Partnership Property” means all real and personal property acquired by the Partnership and any improvements thereto, and shall include both tangible and intangible property.

(u)          “Person” means any individual, partnership, corporation, trust, or other entity.

(v)          “Profits” and “Losses” means, for each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with IRC § 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to IRC § 703(a)( 1) shall be included in taxable income or loss), with the following adjustments:

(i)             Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this Section 1.05(v) shall be added to such taxable income or loss.

(ii)            Any expenditures of the Partnership described in IRC § 705(a)(2)(B) or treated as IRC § 705(a)(2)(B) expenditures pursuant to Regulations § 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this Section 1.05(v), shall be subtracted from such taxable income or loss.

(iii)           In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to Section 1 . 05(i)(ii) or Section 1.05(i)(iii) hereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses.

(iv)           Gain or loss resulting from any disposition of Partnership Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value.

(v)            In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period, computed in accordance with Section 1.05(f) hereof.

(vi)           Simulated Depletion Deductions, Simulated Gains and Simulated Losses shall be taken into account and allocated in the manner provided in Section 1.05(c)(5) hereof.

(vii)          Notwithstanding any other provisions of this Section 1.05(v), any items which are specially allocated pursuant to Section 4.03 hereof shall not be taken into account in computing Profits or Losses.

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(w)          “Regulations” means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

(x)           “Simulated Depletion Deductions” means the hypothetical depletion allowance computed by the Partnership with respect to its oil and gas properties pursuant to Section 1.704-1(b)(2)(iv)(k)(2) of the Regulations.  In computing such amounts, the Partnership shall use the method of depletion that produces, with respect to each oil and gas property owned by the Partnership, the largest Simulated Depletion Deduction, and the General Partner shall have authority to make any and all permissible elections for such purpose.

(y)          “Simulated Gain” and “Simulated Losses” mean, respectively, the hypothetical gains and losses computed by the Partnership with respect to its oil and gas properties pursuant to Section 1.704-1(b)(2)(iv)(k)(2) of the Regulations.  In computing such gains and losses, the General Partner shall have authority to make any and all permissible elections.

(z)           “Transfer” means, as a noun, any voluntary or involuntary transfer, sale, pledge, hypothecation, or other disposition and, as a verb, voluntarily or involuntarily, to transfer, sell, pledge, hypothecate, or otherwise dispose of

ARTICLE II

Capital

2.01          Capital Contributions of W.O. Energy, Inc. .  As its initial contribution to the capital of the Partnership, W.O. Energy, Inc. shall contribute the assets set forth on Schedule “A” to this Agreement.  In exchange therefor, W.O. Energy, Inc. shall be entitled to receive Partnership Interests, as both a General Partner and a Limited Partner, as set forth on the signature page hereto.  The Partners acknowledge and consent to the assignment by W.O. Energy, Inc. of its interest as a Limited Partner to W.O. Energy of Nevada, Inc. immediately following formation of the Partnership.

2.02          Capital Contributions of W.O. Energy of Nevada, Inc. .  As its initial contribution to the capital of the Partnership, W.O. Energy of Nevada, Inc. shall contribute the suit of $1,000.00 in cash.  In exchange therefor, W.O. Energy of Nevada shall be entitled to receive the Partnership Interest, as a Limited Partner, set forth on the signature page hereto.

2.03          Other Matters Relating to Capital Contributions .

(a)            Loans by any Partner to the Partnership shall not be considered contributions to the capital of the Partnership.

(b)            No Partner shall be required to make contributions to the capital of the Partnership in excess of those contributions required under this Article II.

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(c)            No Partner shall be entitled to withdraw, or to a return of, any part of its contribution to the capital of the Partnership or to receive property or assets other than cash in return thereof (subject to the provisions of Section 7.05 below), and the General Partner shall not be liable to the Limited Partner for a return of its contributions to the capital of the Partnership.

(d)            No Partner shall be entitled to priority over any other Partner, either with respect to a return of its contribution to the capital of the Partnership, or to allocations of taxable income, gains, losses or credits, or to distributions, except as expressly provided in this Agreement.

(e)            No interest shall be paid by the Partnership to the Partners on contributions to the capital of the Partnership.

2.04          Additional Contributions by Partners .  The General Partner may, in its discretion, contribute additional funds to the Partnership at any time; however, unless such additional Capital Contribution is approved by Limited Partners who own more than two-thirds of the Partnership Interests that are owned by Limited Partners in the manner hereinafter provided, such Capital Contribution will not result in an increase in the General Partner’s share of the Profits or Losses of the Partnership.  The General Partner may request additional Capital Contributions from the Limited Partners only in accordance with the following provisions:

(a)            The General Partner shall deliver to each Limited Partner a notice of its request for additional Capital Contributions.  Such notice shall set forth in reasonable detail the total additional Capital Contributions requested; each Limited Partner’s share of the requested additional Capital Contribution; the purpose for such request and the uses to which the contributed funds will be applied; and the date (which shall be not less than 30 days after the date of such notice) upon which such additional Capital Contributions are to be paid to the Partnership.

(b)            Within 15 days after the date of such notice, each Limited Partner shall notify the General Partner whether that Partner consents to such additional Capital Contribution.  A Limited Partner’s consent to the request shall constitute that Limited Partner’s agreement (subject to the requirement that Limited Partners owning at least two-thirds of the Partnership Interests owned by Limited Partners also consent) to make the Limited Partner’s share of the requested Capital Contribution on or before the date specified in the notice given by the General Partner.  Failure of a Limited Partner to reply to the notice given by the General Partner shall be construed as that Limited Partner’s lack of consent and refusal to make the requested Capital Contribution.

(c)            If the requisited consent of the Limited Partners is obtained, those Limited Partners who consent to the additional Capital Contribution shall make such contribution on or before the date specified in the notice given by the General Partner.  Those Limited Partners who do not consent to such contribution shall have no obligation to the Partnership or the other Partners as a result of their refusal.  If the requisite percentage, but less than all, of the Limited Partners consent to the request, all or any one of those Partners who consented thereto may, but shall not be required to, contribute all or any portion of the additional Capital Contribution that the non-consenting Limited Partners failed to contribute in proportion to their initial obligations

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to make the additional Capital Contribution.

(d)            If the Limited Partners do not consent to the additional Capital Contribution in the manner described in this Section 2.04, the General Partner may cause the Partnership to borrow any funds the General Partner believes are required by the Partnership from any Person, including the General Partner or any General Partner Affiliate.  Any loan made by the General Partner or any General Partner Affiliate to the Partnership shall be unsecured and shall bear interest at a rate no higher than the applicable federal rate, as defined in IRC § 1274(d), for mid-term obligations, payable quarterly, as published by the Internal Revenue Service for the month during which the funds are advanced to the Partnership.  Such rate shall remain constant throughout the term of any such loan.

(e)            As used in this Section 2.04, a Partner’s share of a requested additional Capital Contribution shall be that amount equal to the requested Capital Contribution multiplied by the Partner’s interest in the Profits of the Partnership at the time such request is made by the General Partner.

2.05          Capital Accounts .  A Capital Account shall be maintained for each Partner on the books and records of the Partnership.  The Capital Accounts of the Partners shall be calculated in accordance with the provisions of this Agreement.

2.06          Deficit Capital Accounts .  Except as otherwise expressly provided in this Agreement, no Partner with a deficit balance in its Capital Account shall have any obligation to restore such deficit balance, or to make any contribution to the capital of the Partnership by reason thereof.

ARTICLE III

Management

3.01          General Management .  The management and control of the affairs of the Partnership and the maintenance of Partnership Property shall rest exclusively with the General Partner, and in connection with the management of the affairs of the Partnership, the General Partner shall have the right and absolute discretion to utilize the Capital Contributions of the Partners for Partnership purposes, but not for other purposes.

3.02          Fees and Expenses .  The General Partner shall be reimbursed by the Partnership for fees and expenses paid or incurred by it in the organization of the Partnership.

3.03          Powers of the General Partner .  The General Partner is hereby authorized and empowered to carry out and implement any and all of the purposes of the Partnership; and in that connection, the General Partner, except as otherwise expressly provided herein, shall have all the rights and powers as a general partner necessary to accomplish its duties hereunder, except as expressly limited in the Act.  The General Partner shall have the right and power to designate others (other than General Partner Affiliates), to act in its behalf in implementing its actions as General Partner.  The powers of the General Partner shall include, but shall not be limited to, the

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powers to do the following:

(a)            To enter into and execute all contracts, agreements, assignments, and other instruments to which the Partnership may be a party or a signatory, including, without limitation, such contracts and other agreements as may be necessary to lease suitable office and storage space for the conduct of Partnership operations;

(b)            To make capital expenditures and improvements to the real property owned or leased by the Partnership necessary for its purposes, and to take all actions reasonably necessary for the maintenance, operation, and management thereof;

(c)            To engage contractors, attorneys, accountants, and such other personnel upon such terms as may be deemed necessary or advisable;

(d)            To open, maintain, and close Partnership bank accounts and to draw checks and other orders for the payment of money;

(e)            To make, issue, accept, endorse, and execute checks, drafts, bills of exchange, and other instruments, without limit as to amount;

(f)            To borrow money on behalf of the Partnership from such Persons in such amounts and upon such terms as the General Partner deems appropriate and in the best interest of the Partnership;

(g)            To establish and maintain accounts, including margin accounts, with brokerage firms and commodity houses, and in connection therewith, to buy, sell and otherwise deal in, stocks, bonds, options, puts, calls, commodity contracts and futures and other investment arrangements;

(h)            To take such other actions and incur such other expenses as may be necessary, prudent, or advisable in connection with the conduct of the affairs of the Partnership;

(i)             Without limiting the generality of any other powers granted to the General Partner pursuant to this Agreement, to cause funds of the Partnership to be deposited in accounts at financial institutions with which the General Partner maintains banking relations or has ownership interests, including financial institutions from which the General Partner borrows funds and with which informal or formal arrangements exist pursuant to which the General Partner maintains compensating balances; provided, however, that any deposits in excess of $20,000.00 must bear interest at market rates; and

(j)             Subject to applicable law, make any and all Partnership elections for federal, state and local tax purposes, including, without limitation, any election, if permitted by applicable law, to adjust the basis of Partnership Property pursuant to Code Sections 754, 734(b), or comparable provisions of state or local law, in connection with the Transfers of Interests and Partnership distributions.

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3.04          Limitations on Authority of the General Partner .  Without the written consent of Limited Partners owning at least two-thirds of the Partnership Interests owned by Limited Partners, the General Partner may not:

(a)            Acquire any business or interest in any business other than an interest represented by marketable securities or cause the Partnership to merge with or into any other business or Person;

(b)            Expand the purpose of the Partnership; or

(c)            Take, cause or permit any action that would result in the dissolution of the Partnership.

3.05          Activity of the General Partner .  Although nothing herein shall require the General Partner to devote its full time to the conduct of the affairs of the Partnership, the General Partner shall use reasonable efforts to carry out and implement the purposes of the Partnership and shall devote to the conduct of the affairs of the Partnership such time and activity as is reasonably necessary to manage and supervise the Partnership business and affairs in an efficient manner.

3.06          Holding of the Assets of