ex10_2.htm


    SEVENTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

     

    SEVENTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
entered into as of October 29, 2009, by and among PETROLEUM DEVELOPMENT
CORPORATION (the “Borrower”), CERTAIN
SUBSIDIARIES OF THE BORROWER, as Guarantors (the “Guarantors”), the
LENDERS party hereto (the “Lenders”) and
JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative
Agent”).  Unless the context otherwise requires or unless
otherwise expressly defined herein, capitalized terms used but not defined in
this Amendment have the meanings assigned to such terms in the Credit Agreement
(as defined below).

     

     

    WITNESSETH:

     

    WHEREAS, the Borrower, the
Guarantors, the Administrative Agent and the Lenders have entered into that
certain Amended and Restated Credit Agreement dated as of November 4, 2005 (as
the same has been and may hereafter be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”);
and

     

    WHEREAS, the Borrower and the
Guarantors have requested that the Administrative Agent and the Lenders amend
the Credit Agreement in certain respects and the Administrative Agent and the
Lenders (or at least the required percentage thereof) have agreed to do so on
the terms and conditions hereinafter set forth.

     

    NOW, THEREFORE, for and in
consideration of the mutual covenants and agreements herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the Borrower, the Guarantors, the Administrative
Agent and the Lenders hereby agree as follows:

     

    SECTION
1. Amendments to Credit
Agreement.  Subject to the satisfaction or waiver in writing of
each condition precedent set forth in Section 4 of this
Amendment, and in reliance on the representations, warranties, covenants and
agreements contained in this Amendment, the Credit Agreement shall be amended in
the manner provided in this Section
1.

     

    1.1 Additional
Definitions.  Section 1.01 of the
Credit Agreement shall be and it hereby is amended by inserting the following
definitions in appropriate alphabetical order:

     

    “Marcellus Joint
Venture” means that certain joint venture between Marcellus JV PDC
Partner and Marcellus JV Investor Partner pursuant to which the Borrower intends
to contribute the Marcellus Properties to PDC Mountaineer in accordance with and
as contemplated by the Marcellus JV Contribution Agreement, the Marcellus JV
Services Agreement and the other Marcellus JV Documents.

     

    “Marcellus JV Catch-Up
Period” has the meaning given to the term “Catch-Up Period” in the PDC
Mountaineer LLC Agreement.

     

    “Marcellus JV Contribution
Agreement” means that certain Contribution Agreement dated as of
October 29, 2009 by and between the Borrower and PDC Mountaineer relating
to the Marcellus Joint Venture.

     

    “Marcellus JV Contribution
Date” means the date the contribution of the Marcellus Properties to PDC
Mountaineer is consummated in accordance with the Marcellus JV
Documents.

     

    “Marcellus JV
Documents” means the Marcellus JV Services Agreement, the Marcellus JV
Contribution Agreement, the PDC Mountaineer LLC Agreement and any other
documents, agreements and instruments (including side letter agreements)
governing the Marcellus Joint Venture, in each case, as the same may be amended,
restated, modified or supplemented from to time to time to the extent permitted
hereunder.

     

    “Marcellus JV Investor
Partner” means an entity organized under the laws of the United States,
any state thereof or the District of Columbia that is not affiliated with the
Borrower and owns Equity Interests in PDC Mountaineer, as identified by the
Borrower to the Administrative Agent prior to the contribution of the Marcellus
Properties to PDC Mountaineer.

     

    “Marcellus JV PDC
Partner” means the Borrower or, if the Borrower shall have transferred
its Equity Interests in PDC Mountaineer to one of its wholly-owned Restricted
Subsidiaries in accordance with the PDC Mountaineer LLC Agreement, such
wholly-owned Restricted Subsidiary.

     

    “Marcellus JV Services
Agreement” means that certain Transition, Administrative and Marketing
Services Agreement dated as of October 29, 2009 among the Borrower, Riley
Natural Gas Company, PDC Eastern, PDC Mountaineer, PDC Mountaineer Operating,
LLC and Marcellus JV Investor Partner relating to the Marcellus Joint
Venture.

     

    “Marcellus JV
Withdrawal” means any “Special PDC Withdrawal” under and as defined in
the PDC Mountaineer LLC Agreement.

     

    “Marcellus Properties”
means the Oil and Gas Interests of the Borrower and PA PDC, LLC that are located
in Pennsylvania or West Virginia and contributed to PDC Mountaineer (whether
directly or through the contribution of the Equity Interests in PA PDC, LLC)
pursuant to the Marcellus JV Contribution Agreement in connection with the
Marcellus Joint Venture.

     

    “PDC Eastern” means
PDC Eastern Operations Company, LLC, a Delaware limited liability
company.

     

    “PDC Mountaineer”
means PDC Mountaineer, LLC, a Delaware limited liability company.

     

    “PDC Mountaineer LLC
Agreement” means that certain Limited Liability Company Agreement of PDC
Mountaineer dated as of October 29, 2009.

     

    “Seventh Amendment Effective
Date” means October 29, 2009.

     

    1.2 Amended
Definitions.  The following definitions in Section 1.01 of
the Credit Agreement shall be and they hereby are amended in their respective
entireties to read as follows:

     

    “Consolidated EBITDAX”
means, with respect to the Borrower and its Restricted Subsidiaries for any
period, Consolidated Net Income for such period; plus without
duplication and to the extent deducted in the calculation of Consolidated Net
Income for such period, the sum of (a) income or franchise Taxes paid or
accrued; (b) Consolidated Net Interest Expense; (c) amortization, depletion and
depreciation expense; (d) any non-cash losses or charges on any Swap Agreement
resulting from the requirements of FASB Statement 133 for that period; (e) oil
and gas exploration expenses (including all drilling, completion, geological and
geophysical costs) for such period; (f) losses from sales or other dispositions
of assets (other than Hydrocarbons produced in the ordinary course of business)
and other extraordinary or non-recurring losses; and (g) other non-cash charges
(excluding accruals for cash expenses made in the ordinary course of business);
minus, to the
extent included in the calculation of Consolidated Net Income, (h) the sum of
(i) any non-cash gains on any Swap Agreements resulting from the requirements of
FASB Statement 133 for that period; (ii) extraordinary or non-recurring gains
(including the Marcellus JV Withdrawal); and (iii) gains from sales or other
dispositions of assets (other than Hydrocarbons produced in the ordinary course
of business); provided that, with respect to the determination of Borrower’s
compliance with the leverage ratio set forth in Section 7.11(b) for any period,
Consolidated EBITDAX shall be adjusted to give effect, on a pro forma basis and
consistent with GAAP, to any Acquisitions or Dispositions made during such
period as if such Acquisition or Disposition, as the case may be, was made at
the beginning of such period.

     

    “Consolidated Funded
Indebtedness” means, as of any date, without duplication, Indebtedness of
the Borrower and its Restricted Subsidiaries of the type described in clauses
(a), (b), (c), (d), (e), (f), (g) or (h) of the definition of
Indebtedness.

     

    “Consolidated Net
Income” means for any period, the consolidated net income (or loss) of
the Borrower and its Restricted Subsidiaries, as applicable, determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the income (or loss) of any Person accrued prior to the date it
becomes a Restricted Subsidiary of the Borrower, or is merged into or
consolidated with the Borrower or any of its Restricted Subsidiaries, as
applicable, (b) the undistributed earnings of any Restricted Subsidiary of the
Borrower, to the extent that the declaration or payment of dividends or similar
distributions by such Restricted Subsidiary is not at the time permitted by the
terms of any contractual obligation (other than under any Loan Document) or by
any law applicable to such Restricted Subsidiary and (c) the income (or loss) of
any Person in which any other Person (other than the Borrower or any of its
Restricted Subsidiaries) has an Equity Interest, except to the extent of the
amount of dividends or other distributions actually paid in cash to the Borrower
or any of its Restricted Subsidiaries during such period.

     

    “Sponsored
Partnership” means any partnership or limited liability company meeting
each of the following requirements: (a) a Credit Party is the sole general
partner of such partnership or the sole manager of such limited liability
company, as the case may be, (b) such partnership or limited liability company
is organized pursuant to a partnership or operating agreement reasonably
satisfactory to the Administrative Agent and the Required Lenders
and  otherwise acceptable to the Administrative Agent in its sole
discretion, (c) such partnership or limited liability company is primarily
involved in oil and gas exploration, development, acquisition or production, and
owns no other material assets other than Oil and Gas Interests, (d) such
partnership or limited liability company is not an obligor, as a borrower, a
guarantor or otherwise, on any Indebtedness other than Indebtedness such
partnership or limited liability company is permitted to incur under this
Agreement and (e) a Credit Party is the operator of the Oil and Gas Interests
owned by such partnership or limited liability company.  For the
avoidance of doubt, PDC Mountaineer is not a Sponsored Partnership.

     

    “Subsidiary” means,
with respect to any Person (the “parent”) at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case
of a partnership (other than a Sponsored Partnership), more than 50% of the
general partnership interests are, as of such date, owned, controlled or held,
or (b) that is, as of such date, otherwise Controlled, by the parent or one
or more subsidiaries of the parent or by the parent and one or more subsidiaries
of the parent.  Unless the context otherwise clearly requires,
references herein to a “Subsidiary” refer to a Subsidiary of the Borrower, other
than the Sponsored Partnerships.  Notwithstanding the foregoing, it is
understood and agreed that, for so long as the Borrower and its Restricted
Subsidiaries own less than 100% of the Equity Interests in PDC Mountaineer,
neither PDC Mountaineer nor any Subsidiary of PDC Mountaineer shall be a
Subsidiary of the Borrower for purposes of this Agreement and the other Loan
Documents.

     

    “Unrestricted
Subsidiary” means (a) any Subsidiary that at the time of determination
shall be designated an Unrestricted Subsidiary by the  Board of
Directors of the Borrower in the manner provided below and (b) any Subsidiary of
an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate
any Subsidiary (including any newly acquired or newly formed Subsidiary) to be
an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries (i)
is a Material Domestic Subsidiary owning Oil and Gas Interests included in the
Borrowing Base Properties, (ii) is the operator, by contract or otherwise, of
any Oil and Gas Interests included in the Borrowing Base Properties or (iii)
guarantees any indebtedness, liabilities, or other obligations under any now
existing or hereafter outstanding Senior Notes.

     

    1.3 Amendment to
Definition.  The definition of “Permitted Encumbrances” in
Section 1.01 of
the Credit Agreement shall be and it hereby is amended by inserting the
following new clauses (k) and (l) at the end thereof immediately prior to the
proviso contained therein:

     

    (k)  rights
of PDC Mountaineer to acquire Oil and Gas Interests located in the AMI (as
defined in the Marcellus JV Documents) acquired by the Borrower or any of its
Restricted Subsidiaries pursuant to the terms of the Marcellus JV Documents;
and

     

    (l) (i)
the obligation of the Borrower to transfer all of the Equity Interests in PDC
Eastern to a third party purchaser pursuant to the PDC Mountaineer LLC Agreement
as in effect on the Seventh Amendment Effective Date and (ii)  the right of
PDC Mountaineer to purchase all of the Equity Interests in PDC Eastern pursuant
to the PDC Mountaineer LLC Agreement as in effect on the Seventh Amendment
Effective Date;

     

    1.4 Borrowing Base Reduction Upon
Contribution of Marcellus Properties.  The following shall be
and it hereby is added to the Credit Agreement as Section
3.08:

     

    Section
3.08.  Borrowing Base Reduction
Upon Contribution of the Marcellus Properties.  Effective upon
the Marcellus JV Contribution Date, the Marcellus Properties shall cease to be
Borrowing Base Properties and the Borrowing Base then in effect shall be reduced
by $45,000,000.  To the extent any Borrowing Base Deficiency occurs as
a result of such reduction in the Borrowing Base pursuant to this Section 3.08,
the Borrower shall, within two Business Days of the Marcellus JV Contribution
Date, prepay the Borrowings in an amount sufficient to eliminate such Borrowing
Base Deficiency.

     

    1.5 Oil and Gas
Interests.  Section 4.15 of the
Credit Agreement shall be and it hereby is amended in its entirety to read as
follows:

     

    Section
4.15.  Oil
and Gas Interests.  Each Credit Party has good and defensible
title to all proved reserves included in the Direct Interests (for purposes of
this Section 4.15, “proved Direct Interests”) described in the most recent
Reserve Report provided to the Administrative Agent (other than such proved
reserves that have been subsequently disposed of in compliance with this
Agreement), free and clear of all Liens except Liens permitted pursuant to
Section 7.02.  Each Sponsored Partnership has good and defensible
title to all proved reserves included in the Attributed Interests (for purposes
of this Section 4.15, “proved Attributed Interests”) described in the most
recent Reserve Report provided to the Administrative Agent (other than such
proved reserves that have been subsequently disposed of in compliance with this
Agreement), free and clear of all Liens except Liens permitted pursuant to
Section 7.02.  All such proved Oil and Gas Interests are valid,
subsisting, and in full force and effect in all material respects, and all
rentals, royalties, and other amounts due and payable in respect thereof have
been duly paid except for such rentals, royalties and other amounts that are
amounts being contested in good faith by appropriate proceedings and for which
the Borrower or the applicable Restricted Subsidiary or Sponsored Partnership
has set aside on its books adequate reserves.  Without regard to any
consent or non-consent provisions of any joint operating agreement covering any
Credit Party’s proved Direct Interests, or any Sponsored Partnership’s proved
Attributed Interests, such Credit Party’s share and such Sponsored Partnership’s
share, as the case may be, of (a) the costs for each proved Oil and Gas Interest
described in the Reserve Report (other than for such proved Oil and Gas
Interests that have been subsequently disposed of in compliance with this
Agreement) is not materially greater than the decimal fraction set forth in the
Reserve Report, before and after payout, as the case may be, and described
therein by the respective designations “working interests,” “WI,” “gross working
interest,” “GWI,” or similar terms (except in such cases where there is a
corresponding increase in the net revenue interest), and (b) production
from, allocated to, or attributed to each such proved Oil and Gas Interest is
not materially less than the decimal fraction set forth in the Reserve Report,
before and after payout, as the case may be, and described therein by the
designations “net revenue interest,” “NRI,” or similar terms.  The
wells drilled in respect of proved producing Oil and Gas Interests described in
the Reserve Report (other than wells drilled in respect of such proved producing
Oil and Gas Interests that have been subsequently disposed of in compliance with
this Agreement) (1) are capable of, and are presently, either producing
Hydrocarbons in commercially profitable quantities or in the process of being
worked over or enhanced, and the Credit Party or Sponsored Partnership that owns
such proved producing Oil and Gas Interests is currently receiving payments for
its share of production, with no funds in respect of any thereof being presently
held in suspense, other than any such funds being held in suspense pending
delivery of appropriate division orders, and (2) have been drilled, bottomed,
completed, and operated in compliance with all applicable laws, in the case of
clauses (1) and (2), except where any failure to satisfy clause (1) or to comply
with clause (2) would not have a Material Adverse Effect, and no such well which
is currently producing Hydrocarbons is subject to any material penalty in
production by reason of such well having produced in excess of its allowable
production.

     

    1.6 Use of
Proceeds.  Section 6.08 of the
Credit Agreement shall be and it hereby is amended in its entirety to read as
follows:

     

    Section
6.08.  Use
of Proceeds and Letters of Credit.  The proceeds of the Loans
will be used only to (a) pay the fees, expenses and transaction costs of the
Transactions, (b) make purchases of outstanding Equity Interests in Sponsored
Partnerships to the extent permitted under Section 7.04(b), (c) make investments
in the Equity Interests of PDC Mountaineer to the extent permitted under Section
7.04(k), (d) make investments consisting of loans to Marcellus JV Investor
Partner to the extent permitted under Section 7.04(l) and (e) finance the
working capital needs of the Borrower, including capital expenditures, and for
general corporate purposes of the Borrower and the Guarantors, in the ordinary
course of business, including the exploration, acquisition and development of
Oil and Gas Interests.  No part of the proceeds of any Loan will be
used, whether directly or indirectly, to purchase or carry any margin stock (as
defined in Regulation U issued by the Federal Reserve Board).  Letters
of Credit will be issued only to support general corporate purposes of the
Borrower and the Restricted Subsidiaries.

     

    1.7 Security.  The
phrase “Fifth Amendment Effective Date” in Section 6.09 of the
Credit Agreement shall be and it hereby is replaced with the phrase “Seventh
Amendment Effective Date (or such later date as the Administrative Agent may
agree in its sole discretion)”.

     

    1.8 Indebtedness to Marcellus JV Investor
Partner.  The “and” at the end of clause (j) of Section 7.01 of the
Credit Agreement is hereby deleted, the “.” at the end of clause (k) of Section 7.01 of the
Credit Agreement is hereby replaced with “; and”, and the following shall be and
it hereby is added to the Credit Agreement as clause (l) of Section
7.01:

     

    (l)  Indebtedness
of Marcellus JV PDC Partner to Marcellus JV Investor Partner for the unfunded
portion of any capital contribution Marcellus JV PDC Partner is required to make
to PDC Mountaineer in accordance with the Marcellus JV Documents; provided that (i) the
aggregate principal amount of such Indebtedness shall not exceed $40,000,000 at
any time outstanding, (ii) on each date such Indebtedness is incurred, the
Borrower is in compliance with the financial covenants set forth in Section 7.11
as of the last day of the fiscal quarter most recently ended for which financial
statements are available, calculated on a pro forma basis after giving effect to
the incurrence of such Indebtedness as if such Indebtedness had been incurred on
the first day of such fiscal quarter, and (iii) Aggregate Revolving Commitment
Usage is less than eighty percent (80%) on each date such Indebtedness is
incurred.

     

    1.9 Liens on Equity Interests of PDC
Mountaineer.  The “and” at the end of clause (e) of Section 7.02 of the
Credit Agreement is hereby deleted, the “.” at the end of clause (f) of Section 7.02 of the
Credit Agreement is hereby replaced with “; and”, and the following shall be and
it hereby is added to the Credit Agreement as clause (g) of Section
7.02:

     

    (g)  Liens
in favor of Marcellus JV Investor Partner on the Equity Interests of PDC
Mountaineer owned by Marcellus JV PDC Partner; provided that (i) the
only Indebtedness secured by such Liens is the Indebtedness permitted by clause
(l) of Section 7.01, (ii) the only property or assets of the Borrower or any
Restricted Subsidiary encumbered by such Liens are such Equity Interests and the
proceeds thereof and (iii) except for the Liens permitted by this Section
7.02(g), no other Liens encumber such Equity Interests or the proceeds
thereof.

     

    1.10 Contribution of Marcellus
Properties.  The “and” at the end of clause (vi) of Section 7.03(a) of
the Credit Agreement is hereby replaced with a comma, and the following shall be
and it hereby is added to the end of clause (vii) of Section 7.03(a) of
the Credit Agreement immediately prior to the period at the end
thereof:

     

    ,
and (viii) on the Marcellus JV Contribution Date the Borrower and the Restricted
Subsidiaries may contribute, transfer or assign the Marcellus Properties and the
Equity Interests of PA PDC, LLC to PDC Mountaineer in accordance with the
Marcellus JV Contribution Agreement so long as the Borrower complies with the
provisions of Section 3.08 in connection with such contribution, transfer or
assignment.

     

    1.11 Investments in PDC
Mountaineer.  The “and” at the end of clause (i) of Section 7.04 of the
Credit Agreement is hereby deleted, the “.” at the end of clause (j) of Section 7.04 of the
Credit Agreement is hereby replaced with “;”, and the following shall be and it
hereby is added to the Credit Agreement as clauses (k) and (l) of Section
7.04:

     

    (k)  (i)
the investment made by the Borrower in the Equity Interests of PDC Mountaineer
in exchange for the Borrower’s contribution of the Marcellus Properties pursuant
to the Marcellus JV Contribution Agreement and (ii) so long as no Default shall
have occurred and be continuing or would be caused thereby, (A) additional cash
equity investments by the Borrower in the Equity Interests of PDC Mountaineer at
any time during the Marcellus JV Catch-Up Period not to exceed $40,000,000, and
(B) additional cash equity investments by the Borrower in the Equity Interests
of PDC Mountaineer at any time after the end of the Marcellus JV Catch-Up
Period; provided that, with
respect to each such cash equity investment made pursuant to this clause (B),
(1) the Borrower is in compliance with the financial covenants set forth in
Section 7.11 as of the last day of the fiscal quarter most recently ended for
which financial statements are available, calculated on a pro forma basis after
giving effect to such investment as if such investment had been made on the
first day of such fiscal quarter and (2) both immediately before and immediately
after giving effect to such investment, Aggregate Revolving Commitment Usage is
less than eighty percent (80%); and

     

    (l)  investments
consisting of loans to Marcellus JV Investor Partner for the unfunded portion of
any capital contribution Marcellus JV Investor Partner is required to make to
PDC Mountaineer in accordance with the Marcellus JV Documents; provided that (i) no
Default shall have occurred and be continuing or would be caused thereby, (ii)
the aggregate principal amount of such loans shall not exceed $40,000,000 at any
time outstanding, (iii) on the date each such loan is made, the Borrower shall
be in compliance with the financial covenants set forth in Section 7.11 as of
the last day of the fiscal quarter most recently ended for which financial
statements are available, calculated on a pro forma basis after giving effect to
such loan as if such loan had been made on the first day of such fiscal quarter,
and (iv) both immediately before and immediately after giving effect to each
such loan, Aggregate Revolving Commitment Usage is less than eighty percent
(80%).

     

    1.12 Swap
Agreements.  The following shall be and it hereby is added to
the end of Section
7.05 of the Credit Agreement:

     

    Notwithstanding
anything to the contrary in this Section 7.05, promptly after the Marcellus JV
Contribution Date and in any event no later than January 15, 2010, the Borrower
shall (1) sell, cancel, terminate, novate or otherwise unwind hedge transactions
(each a “Hedge
Adjustment”) to the extent necessary to cause the aggregate notional
volume of Hydrocarbons under all Swap Agreements of the Credit Parties then in
effect to be no greater than the percentages of forecasted production from
proved producing reserves permitted pursuant to this Section 7.05 as if a Credit
Party was entering into a new transaction under a Swap Agreement as of the date
of such contribution and (2) apply the net proceeds received as a result of each
Hedge Adjustment to prepay the Loans.

     

    1.13 Transactions with
Affiliates.  Section 7.07 of the
Credit Agreement shall be and it hereby is amended in its entirety to read as
follows:

     

    Section
7.07.  Transactions with
Affiliates.  The Borrower will not, nor will it permit any of
its Restricted Subsidiaries to, sell, lease or otherwise transfer any property
or assets to, or purchase, lease or otherwise acquire any property or assets
from, or otherwise engage in any other transactions with, any of its Affiliates
(including any Sponsored Partnership), except (a) in the ordinary course of
business at prices and on terms and conditions not less favorable to the
Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length
basis from unrelated third parties, (b) transactions between or among the
Borrower and its Restricted Subsidiaries not involving any other Affiliate
(including any Sponsored Partnership), (c) transactions described on Schedule
7.07, (d) any Restricted Payment permitted by Section 7.06, (e) investments
permitted by Section 7.04 and (f) on and after the Marcellus JV Contribution
Date, transactions with PDC Mountaineer entered into in connection with the
Marcellus Joint Venture.

     

    1.14 Marcellus JV
Documents.  The following shall be and it hereby is added to
the Credit Agreement as Section
7.14:

     

    Section
7.14.  Marcellus JV
Documents.  Without the Administrative Agent’s prior written
consent, the Borrower will not, nor will it permit any Restricted Subsidiary to,
enter into or permit any supplement, modification or amendment of, or waive any
right or obligation of any Person under, any Marcellus JV Document on or after
the Marcellus JV Contribution Date if the effect thereof would be materially
adverse to the Administrative Agent and/or any Lender or would change the
definition of “AMI”, “Special PDC Withdrawal” or “Catch-Up Period”.

     

    SECTION
2. Unrestricted
Subsidiary.  The parties hereto acknowledge that PDC Eastern
Operations Company, LLC, a Delaware limited liability company (“PDC Eastern”) has
been designated as an Unrestricted Subsidiary as of the date hereof and that PDC
Eastern shall remain an Unrestricted Subsidiary unless it ceases to qualify as
an Unrestricted Subsidiary in accordance with the definition
thereof.

     

    SECTION
3. Release of PA PDC,
LLC.  On the date (the “Marcellus JV Contribution
Date”) that the Equity Interests of PA PDC, LLC are contributed to PDC
Mountaineer LLC, a Delaware limited liability company (“PDC Mountaineer”) in
accordance with that certain Contribution Agreement dated as of October 29, 2009
between Borrower and PDC Mountaineer (the “Marcellus JV Contribution
Agreement”) and provided such date occurs on or before November 29, 2009,
the Lenders hereby authorize the Administrative Agent, on the Marcellus JV
Contribution Date, to (a) release PA PDC, LLC from its obligations as a
Guarantor under the Credit Agreement and release all of the Liens on the Equity
Interests of, and all assets, including the Borrowing Base Properties owned by,
PA PDC, LLC that secure the Obligations and (b) amend the Security Agreement as
necessary to exclude from the Collateral the Equity Interests of PDC Mountaineer
and the Equity Interests of PDC Eastern.

     

    SECTION
4. Conditions.  The
amendments to the Credit Agreement contained in Section 1 of
this Amendment shall each be effective upon the satisfaction of each of the
conditions set forth in this Section 4.

     

    4.1 Execution and
Delivery.  Each Credit Party, the Lenders, and the
Administrative Agent shall have executed and delivered this Amendment and each
other required document, all in form and substance satisfactory to the
Administrative Agent.

     

    4.2 No Default.  No
Default shall have occurred and be continuing or shall result from the
effectiveness of this Amendment.

     

    4.3 Authorization and Good
Standing.  The Administrative Agent shall have received such
documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing of
each Credit Party, the authorization of this Amendment and any other legal
matters relating to the Credit Parties or this Amendment, all in form and
substance reasonably satisfactory to the Administrative Agent and its
counsel.

     

    4.4 Governmental
Approvals.  All governmental and third party approvals
necessary or, in the discretion of the Administrative Agent, advisable in
connection with the financing contemplated by the Credit Agreement, as amended
to date, and by this Amendment and the continuing operations of the Borrower and
its Subsidiaries shall have been obtained and be in full force and
effect.

     

    4.5 Marcellus JV
Documents.  The Administrative Agent shall have received all of
the agreements, instruments and documents relating to the formation of the joint
venture between Borrower and any other holder of Equity Interests of PDC
Mountaineer, including the Limited Liability Company Agreement of PDC
Mountaineer, the Marcellus JV Contribution Agreement and the Transition,
Administrative and Marketing Services Agreement dated as of the date hereof,
among the Borrower, Riley Natural Gas Company, PDC Mountaineer and the other
parties thereto, and all such documents shall be in form and substance
reasonably satisfactory to the Administrative Agent.

     

    4.6 Other
Documents.  The Administrative Agent shall have received such
other instruments and documents incidental and appropriate to the transaction
provided for herein as the Administrative Agent or its special counsel may
reasonably request, and all such documents shall be in form and substance
satisfactory to the Administrative Agent.

     

    SECTION
5. Representations and Warranties of
Credit Parties.  To induce the Lenders to enter into this
Amendment, each Credit Party hereby represents and warrants to the Lenders as
follows:

     

    5.1 Reaffirmation of Representations and
Warranties/Further Assurances.  After giving effect to the
amendments contained herein, each representation and warranty of such Credit
Party contained in the Credit Agreement or in any other Loan Document is true
and correct in all material respects on the date hereof (except to the extent
such representations and warranties relate solely to an earlier date, in which
case they are true and correct as of such earlier date).

     

    5.2 Corporate Authority; No
Conflicts.  The execution, delivery and performance by such
Credit Party of this Amendment and all documents, instruments and agreements
contemplated herein are within such Credit Party’s corporate or other
organizational powers, have been duly authorized by necessary action, require no
action by or in respect of, or filing with, any court or agency of government
and do not violate or constitute a default under any provision of any applicable
law or other agreements binding upon such Credit Party or result in the creation
or imposition of any Lien upon any of the assets of such Credit
Party.

     

    5.3 Enforceability.  This
Amendment constitutes the valid and binding obligation of such Credit Party
enforceable in accordance with its terms, except as (i) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditor’s rights generally, and (ii) the availability of equitable remedies may
be limited by equitable principles of general application.

     

    5.4 No Default.  As of
the date hereof, both before and immediately after giving effect to this
Amendment, no Default or Event of Default has occurred and is
continuing.

     

    5.5 Marcellus Joint Venture Permitted
Under Indenture.  The consummation of the Marcellus Joint
Venture and the contribution by the Borrower of the Marcellus Properties to PDC
Mountaineer are not prohibited under either the Indenture or the Senior Notes
outstanding on the date hereof.

     

    SECTION
6. Miscellaneous.

     

    6.1 Reaffirmation of Loan Documents and
Liens.  Any and all of the terms and provisions of the Credit
Agreement and the Loan Documents shall, except as amended and modified hereby,
remain in full force and effect and are hereby in all respects ratified and
confirmed by each Credit Party.  Each Credit Party hereby agrees that
the amendments and modifications herein contained shall in no manner affect or
impair the liabilities, duties and obligations of any Credit Party under the
Credit Agreement and the other Loan Documents or the Liens securing the payment
and performance thereof.

     

    6.2 Parties in
Interest.  All of the terms and provisions of this Amendment
shall bind and inure to the benefit of the parties hereto and their respective
successors and assigns.

     

    6.3 Legal
Expenses.  Each Credit Party hereby agrees to pay all
reasonable fees and expenses of counsel to the Administrative Agent incurred by
the Administrative Agent in connection with the preparation, negotiation and
execution of this Amendment and all related documents.

     

    6.4 Counterparts.  This
Amendment may be executed in one or more counterparts and by different parties
hereto in separate counterparts each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document.  Delivery of
photocopies of the signature pages to this Amendment by facsimile or electronic
mail shall be effective as delivery of manually executed counterparts of this
Amendment.

     

    6.5 Complete
Agreement.  THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.

     

    6.6 Headings.  The
headings, captions and arrangements used in this Amendment are, unless specified
otherwise, for convenience only and shall not be deemed to limit, amplify or
modify the terms of this Amendment, nor affect the meaning thereof.

     

    6.7 Governing Law.  This
Amendment shall be construed in accordance with and governed by the law of the
State of Illinois.

     

    [Remainder
of Page Intentionally Blank.  Signature Pages Follow.]

     


    
      
        
          


           

          Seventh
Amendment to

           

          Amended
and Restated Credit Agreement

           

          65328825.8

        

         


      

      
         


        
        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have caused this Amendment to be duly executed as of the date first
above written.

     

    BORROWER:

     

     

    PETROLEUM
DEVELOPMENT CORPORATION

     

    


     

    


    By: /s/ Gysle R.
Shellum                                                                           

    Name:
Gysle R. Shellum

    Title:   Chief
Financial Officer

    


    


     

    GUARANTORS:

     

    RILEY
NATURAL GAS COMPANY

    


     

    By: /s/ Darwin L.
Stump                                                                           

     

    Name:
Darwin L. Stump

     

    Title:   Treasurer

     

    


     

    UNIOIL

    


     

    By: /s/ Darwin L.
Stump                                                                           

     

    Name:
Darwin L. Stump

     

    Title:   Secretary
and Treasurer

    


     

    PA PDC,
LLC

     

    


    By: /s/ Darwin L.
Stump                                                                           

    Name:
Darwin L. Stump

    Title:   Treasurer


    
      
        
          Seventh
Amendment to

          Amended
and Restated Credit Agreement

          65328825

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    JPMORGAN CHASE BANK, N.A.
(successor by merger to Bank One, N.A. (Illinois)), as Administrative Agent and
as a Lender

     

    By:        /s/ Jo Linda
Papadakis                                                                

    Name: Jo Linda
Papadakis

    Title:   Vice
President


    
      
        
          Seventh
Amendment to

          Amended
and Restated Credit Agreement

          65328825

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    BNP
PARIBAS,

     

    as a
Lender and as Syndication Agent

    


    


    


    By:        /s/ Betsy
Jocher                                                                

    Name: Betsy Jocher

    Title:   Director

    


    


    


    By:        /s/ Polly
Schott                                                                

    Name: Polly Schott

    Title:   Director


    
      
        
          Seventh
Amendment to

          Amended
and Restated Credit Agreement

          65328825

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    BANK OF AMERICA, N.A., as a
Lender

     

    and as a
Co-Documentation Agent

    


    


    By:        /s/ Stephen J.
Hoffman                                                                    

    Name:
Stephen J. Hoffman

    Title:   Managing
Director


    
      
        
          Seventh
Amendment to

          Amended
and Restated Credit Agreement

          65328825

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    CALYON
NEW YORK BRANCH,

     

    as a
Lender and as a Co-Documentation Agent

     

    


     

    By: /s/ Mark A.
Roche                                                                           

     

    Name:
Mark A. Roche

     

    Title:   Managing
Director

     

    By: /s/ Michael D.
Willis                                                                           

     

    Name:
Michael D. Willis

     

    Title:   Managing
Director


    
      
        
          Seventh
Amendment to

          Amended
and Restated Credit Agreement

          65328825

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    BANK OF MONTREAL, as a
Lender

     

    and as a
Co-Documentation Agent

     

    


     

    By: /s/ Gumaro
Tijerina                                                                           

     

    Name:
Gumaro Tijerina

     

    Title:   Director


    
      
        
          Seventh
Amendment to

          Amended
and Restated Credit Agreement

          65328825

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    WACHOVIA BANK, N.A., as a
Lender

    


    


    By:        /s/ Suzanne F.
Ridenhour                                                                

    Name:
Suzanne F. Ridenhour

    Title:   Senior
Portfolio Manager


    
      
        
          Seventh
Amendment to

          Amended
and Restated Credit Agreement

          65328825

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    COMPASS BANK as successor in
interest to GUARANTY BANK, FSB,
as a Lender

    


    


    By:        /s/ Kathleen J.
Bowen                                                                    

    Name:
Kathleen J. Bowen

    Title:   Senior
Vice President


    
      
        
          Seventh
Amendment to

          Amended
and Restated Credit Agreement

          65328825

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    THE ROYAL BANK OF SCOTLAND plc,
as a Lender

    


    


    By:        /s/ John
Preece                                                                    

    Name:
John Preece

    Title:   Senior
Vice President


    
      
        
          Seventh
Amendment to

          Amended
and Restated Credit Agreement

          65328825

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    BANK OF OKLAHOMA, as a
Lender

    


    


    By:        /s/ Wes
Webb                                                                    

    Name: Wes
Webb

    Title:   Senior
Vice President

    



    
      
        
          Seventh
Amendment to

          Amended
and Restated Credit Agreement

          65328825

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    COMPASS
BANK,

     

    as a
Lender

     

    


     

    By: /s/ Kathleen J.
Bowen                                                                           

     

    Name:
Kathleen J. Bowen

     

    Title:   Senior
Vice President


    
      
        
          Seventh
Amendment to

          Amended
and Restated Credit Agreement

          65328825

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    THE
BANK OF NOVA SCOTIA,

     

    as a
Lender

     

    


     

    By: /s/ Keith
Buchanan                                                                           

     

    Name:
Keith Buchanan

     

    Title:   Managing
Director


    
      
        
          Seventh
Amendment to

          Amended
and Restated Credit Agreement

          65328825

           

          Signature Page