exv10w1






Exhibit 10.1



The Company has redacted certain confidential information in this agreement in reliance upon
its confidential treatment request that it will file with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. In this agreement, we indicate
each redaction by use of asterisk *.




FIRST

AMENDMENT

to the

GAS PURCHASE AGREEMENT

between

WILLIAMS PRODUCTION RMT COMPANY LLC

and

RILEY NATURAL GAS COMPANY

and

PETROLEUM DEVELOPMENT CORPORATION




     This First Amendment (“Amendment”) to the Gas Purchase Agreement dated June 1, 2006 by and
between WILLIAMS PRODUCTION RMT COMPANY LLC, formerly known as WILLIAMS PRODUCTION RMT COMPANY
(“Buyer”) and RILEY NATURAL GAS COMPANY (“Riley”) and PETROLEUM DEVELOPMENT CORPORATION (“PDC”)
(the “Agreement”) is made and entered into effective as of the 1st day of June, 2011
(the “Effective Date of this Amendment”). PDC together with Riley, collectively, “Seller,” and
Seller together with Buyer, may be referred to herein as the “Parties,” and individually, a
“Party”. All initially capitalized terms used herein, but not defined herein, shall have the
respective meanings given to such terms in the Agreement.



RECITALS




     WHEREAS, Buyer and Seller are Parties to the Agreement concerning the purchase and commitment
of Seller’s Gas; and



     WHEREAS, Buyer and Seller desire to amend the Agreement as stated below.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this
Amendment, the Parties agree that the Agreement will be amended as follows:



AGREEMENT





	 	1.	 	Seller’s Commitment. Section 1.1 shall be deleted in its entirety and replaced
with the following:
	 
	 	 	 	Seller commits to Buyer to sell and deliver to Buyer, on a Firm basis, Seller’s present
and future right, title, and interest in the Gas Volume Committed to this Agreement and
outlined on Exhibit F, that Seller delivers to the Receipt Point(s) from the
Area of Interest (“Seller’s Gas”) described on Exhibit B, subject to the terms
of this Agreement.

	 
	 	2.	 	Area of Interest. Seller’s Area of Interest shall be as described on Exhibit
B, attached hereto and made a part hereof.
	 
	 	3.	 	Buyer’s Treating Service. Section 1.6 shall be deleted in its entirety and
replaced with the following:
	 
	 	 	 	Seller’s Gas at the Receipt Point(s) may have a CO2 content that exceeds the
most restrictive quality specification for CO2 content required from time to
time by the Interconnecting Pipeline(s). Buyer shall Treat Seller’s Gas to reduce its
CO2 content to no more than two percent (2.00%) by volume at the Delivery
Point(s), provided the CO2 content of Seller’s Gas does not exceed four
percent (4.00%) by volume at the Receipt Point(s). The fee for Treating Seller’s Gas
that does not exceed three percent (3%) CO2 by volume at the Receipt Point(s) is
incorporated into the Gathering and Processing Fee. In the event the CO2 content of
Seller’s




 









 






	 	 	 	Gas exceeds three percent (3%) by volume at the Receipt Point(s), the Excess CO2
Treating Fee as set forth in Exhibit E shall be payable from Seller to Buyer. In
no event, however, is Buyer obligated to accept deliveries of Seller’s Gas at a given
Receipt Point if the CO2 content of Seller’s Gas at that Receipt Point
exceeds four percent (4.00%) by volume. If the weighted arithmetic average quality
specification for CO2 content of the Interconnecting Pipeline(s) should ever
be reduced below two and thirty-one hundredths percent (2.31%) per Mcf, then the Parties
shall within thirty (30) Days of written notice thereof from Buyer, renegotiate, subject
to Section 1.9 of this Agreement, the Gathering and Processing Fee. If the Parties are
unable to renegotiate the Gathering and Processing Fee, then Buyer may refuse to accept
further deliveries of Seller’s Gas affected thereby or Buyer may at its option, upon
thirty (30) Days’ prior written notice to Seller, release such affected Gas from the
provisions of this Agreement. Buyer’s right to renegotiate the Gathering and Processing
Fee or, upon the failure of such renegotiation, to refuse to accept further deliveries
of Seller’s Gas affected thereby or release such affected Gas from the provisions
hereof, shall apply to each successive reduction of the most restrictive quality
specification for CO2 content of the Interconnecting Pipeline(s) that is
below two and thirty-one hundredths percent (2.31%) per Mcf.
	 
	 	4.	 	Service and Fee Description. Exhibit E shall be deleted in its entirety
and replaced with Exhibit E attached hereto and made a part hereof.
	 
	 	5.	 	Gas Volumes Committed. Exhibit F shall be deleted in its entirety and
replaced with Exhibit F attached hereto and made a part hereof.
	 
	 	6.	 	Standard Terms and Conditions. Exhibit A of the Agreement is amended to
include the following new definition:






	 	A.	 	57 Area of Interest shall mean that surface area described on Exhibit B.





     This Amendment may be executed in counterparts, each of which taken together shall constitute
one and the same instrument.



     This Amendment shall be governed by and construed and enforced in accordance with the laws of
the same jurisdiction as apply to the Agreement.



     Except as hereby amended, all terms and conditions contained in the Agreement shall remain in
full force and effect. All future references to the Agreement shall be deemed to include this
Amendment.


IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to be effective as of the
Effective Date of this Amendment.




	 	 	 
	“Buyer”	 	“Seller”
	WILLIAMS PRODUCTION RMT COMPANY LLC	 	RILEY NATURAL GAS COMPANY
	 
	 	 
	By: /s/ Neal Buck

	 	By: /s/George Courcier
	Printed Name: Neal Buck

	 	Printed Name: George Courcier
	Title: Vice President

	 	Title: Vice President
	 
	 	 
	 

	 	“Seller”

PETROLEUM DEVELOPMENT CORPORATION
	 
	 	 
	 

	 	By: /s/George Courcier
	 

	 	Printed Name: George Courcier
	 

	 	Title: Vice President






 









 






EXHIBIT B




TO FIRST AMENDMENT



TO THE GAS PURCHASE AGREEMENT

DATED AS OF JUNE 1, 2006

between

WILLIAMS PRODUCTION RMT COMPANY LLC

and

RILEY NATURAL GAS COMPANY

and

PETROLEUM DEVELOPMENT CORPORATION



AREA OF INTEREST


All of Seller’s right, title, or interest in lands and the right to produce oil and/or Gas
therefrom whether arising from fee ownership, working interest ownership, mineral ownership,
leasehold ownership, or arising from any pooling, unitization or communitization of any of the
foregoing rights in the acreage lying within the following townships in Garfield County, Colorado:




6S-97W

Section 12: S2

Section 13: NE

Section 24: ALL

Section 25: ALL

Section 36: Lot 1, Lot 2, Lot 3, Lot 4 (ada ALL)




7S-97W

Section 1: ALL

Section 2: E2E2

Section 12: N2, N2N2S2, N2N2S2N2S2




7S-96W

Section 6: S2, NE

Section 7: N2, SE

Section 13: Lot 4, Lot 10, Lot 11, Lot 12, Lot 13

Section 14: NESE, SESE

Section 24: Lot 2, Lot 3, Lot 4

Section 17: NW

Section 18: N2




6S-96W

Section 4: Part of Lot 1, Lot 5, Part of SENW, Part of SWNW, Part of NWSW, Part of NWSW, Lot 10,

Part of Lot 11, Lot 12

Section 5: Lot 1, Lot 8, Lot 9, Lot 16, Lot 17 (ada E2E2)

Section 7: ALL

Section 8: Lot 1, Lot 3, Lot 4, Lot 5, Lot 7, Lot 8, Lot 13, Lot 14, Lot 15

Section 9: Lot 10, Lot 11, Lot 12, Lot 13 (ada SW)

Section 16: Lot 13, Lot 14, NESW, SESW (ada SW)

Section 17: Lot 2, Lot 4, Lot 5, Lot 9, Lot 10, Lot 11, Lot 12, Lot 14, Lot 15, Lot 16, Lot 17 (ada W2)





 









 








EXHIBIT E




TO FIRST AMENDMENT



TO THE GAS PURCHASE AGREEMENT

DATED AS OF JUNE 1, 2006

between

WILLIAMS PRODUCTION RMT COMPANY LLC

and

RILEY NATURAL GAS COMPANY

and

PETROLEUM DEVELOPMENT CORPORATION



SERVICE AND FEE DESCRIPTION




	I.	 	For deliveries from June 1, 2006 through May 31, 2009, the Gathering and Processing Fees and
the Excess CO2 Fee will be fixed at the values actually charged in the applicable
Settlement Statements for the respective months during that period.
	 
	II.	 	For deliveries from and after June 1, 2009, the following fees will apply, subject to the
annual escalation of fees described in III. below:





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	FL&U	 	FL&U	 	 	 	 
	Gathering and	 	Gathering and	 	(Low pressure	 	(High pressure	 	Low Delivery	 	Excess CO2
	Processing Fee	 	Processing Fee	 	receipt points)	 	receipt points)	 	Fee	 	Treating Fee
	$ [*] per MMBtu
Received at a Low
Pressure Receipt Point

	 	$ [*]
per MMBtu
Received at a High
Pressure Receipt
Point
	 	Actual usage
(initially [*] %)
	 	Actual usage
(initially
[*]
%)
	 	$[*]
per
Accounting Period
per Receipt Point
	 	$ [*]
per Mcf for
each 1.00%, or part
thereof, Greater
than 3.00%







	III.	 	Beginning on June 1, 2010, and annually at the beginning of each Contract Year thereafter,
Buyer shall adjust the Gathering and Processing Fees and the Excess CO2 Treating
Fee stated above by a percentage equal to the annual average percentage change, from the
preceding Contract Year, in the cumulative implicit Gross Domestic Product price deflator
(“GDPDEF”) computed and published by the U.S. Department of Commerce. Provided, however, that
the adjustment shall never result in the Gathering and Processing Fees and the Excess
CO2 Treating Fee being less than the fees stated in the table below.





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	FL&U	 	FL&U	 	 	 	 
	Gathering and	 	Gathering and	 	(Low pressure	 	(High pressure	 	Low Delivery	 	Excess CO2
	Processing Fee	 	Processing Fee	 	receipt points)	 	receipt points)	 	Fee	 	Treating Fee
	$ [*] per MMBtu
Received at a Low
Pressure Receipt Point

	 	$ [*] per MMBtu
Received at a High Pressure
Receipt Point
	 	Actual usage
(initially [*] %)
	 	Actual usage
(initially
[*] %)
	 	$ [*]
per Accounting
Period per Receipt
Point
	 	$ [*]
per Mcf for
each 1.00%, or part
thereof, Greater
than 3.00%





An example of the annual average percentage change in the GDPDEF factor calculation for the
adjustment of rates is shown below:





 









 








	 	 	 	 	 

	Current Contract Year
	 	 	 	 
	That year (2nd Quarter)
	 	 	107.215	 
	That year (1st Quarter)
	 	 	107.021	 
	Prior year (4th Quarter)
	 	 	106.515	 
	Prior year (3rd Quarter)
	 	 	105.942	 
	Annual Average GDPDEF:
	 	 	106.673	 
	 
	 	 	 	 
	Preceding Contract Year
	 	 	 	 
	That year (2nd Quarter)
	 	 	106.754	 
	That year (1st Quarter)
	 	 	106.012	 
	Prior year (4th Quarter)
	 	 	105.211	 
	Prior year (3rd Quarter)
	 	 	104.262	 
	Annual Average GDPDEF:
	 	 	105.560	 
	 
	 	 	 	 
	Annual Average GDPDEF — Current Contract Year:
	 	 	106.673	 
	Annual Average GDPDEF — Preceding Contract Year:
	 	 	105.560	 
	Annual Average Percentage Change Effective for the current Contract Year:
	 	 	 	 
	106.673 / 105.560 =
	 	 	1.011	 
	Gathering and Processing Fee preceding Contract Year:
	 	$	[*]	 
	Adjusted Gathering and Processing Fee, current Contract Year;
	 	$	[*]	 






 









 





EXHIBIT F




TO FIRST AMENDMENT



TO THE GAS PURCHASE AGREEMENT

DATED AS OF JUNE 1, 2006

between

WILLIAMS PRODUCTION RMT COMPANY LLC

and

RILEY NATURAL GAS COMPANY

and

PETROLEUM DEVELOPMENT CORPORATION



GAS VOLUMES COMMITTED



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Seller's Original	 	Adjustment to Seller’s	 	Seller's Amended
	 	 	 	 	 	 	Annual Volume	 	Annual Volume	 	Annual Volume
	Contract Year	 	(in MMBtu)	 	(in MMBtu)	 	(in MMBtu)
	 	1.	 	 	June 1, 2006 — August 31, 2006

	 	 	1,978,000	 	 	no change
	 	no change

	 	1.	 	 	September 1, 2006 — May 31, 2007

	 	 	15,578,760	 	 	no change
	 	no change

	 	2.	 	 	June 1, 2007 — May 31, 2008

	 	 	22,890,878	 	 	no change
	 	no change

	 	3.	 	 	June 1, 2008 — May 31, 2009

	 	 	32,393,817	 	 	no change
	 	no change

	 	 	 	 	Sub Total: Contract Year 1-3

	 	 	72,841,455	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	4.	 	 	June 1, 2009 — May 31, 2010

	 	 	35,164,648	 	 	 	(15,164,648	)	 	 	20,000,000	 
	 	5.	 	 	June 1, 2010 — May 31, 2011

	 	 	35,415,768	 	 	 	(15,415,768	)	 	 	20,000,000	 
	 	6.	 	 	June 1, 2011 — May 31, 2012

	 	 	36,204,441	 	 	 	(16,204,441	)	 	 	20,000,000	 
	 	7.	 	 	June 1, 2012 — May 31, 2013

	 	 	36,588,969	 	 	 	(16,588,969	)	 	 	20,000,000	 
	 	8.	 	 	June 1, 2013 — May 31, 2014

	 	 	31,880,469	 	 	 	12,300,000	 	 	 	44,180,469	 
	 	9.	 	 	June 1, 2014 — May 31, 2015

	 	 	25,068,839	 	 	 	12,300,000	 	 	 	37,368,839	 
	 	10.	 	 	June 1, 2015 — May 31, 2016

	 	 	19,328,393	 	 	 	12,300,000	 	 	 	31,628,393	 
	 	11.	 	 	June 1, 2016 — May 31, 2017

	 	 	14,757,224	 	 	 	12,300,000	 	 	 	27,057,224	 
	 	12.	 	 	June 1, 2017 — May 31, 2018

	 	 	11,887,191	 	 	 	12,300,000	 	 	 	24,187,191	 
	 	13.	 	 	June 1, 2018 — May 31, 2019

	 	 	9,750,519	 	 	 	12,300,000	 	 	 	22,050,519	 
	 	14.	 	 	June 1, 2019 — May 31, 2020

	 	 	7,635,618	 	 	 	12,300,000	 	 	 	19,935,618	 
	 	15.	 	 	June 1, 2020 — May 31, 2021

	 	 	5,771,836	 	 	 	12,300,000	 	 	 	18,071,836	 
	 	 	 	 	Sub Total: Contract Year 4-15

	 	 	269,453,915	 	 	 	35,026,174	 	 	 	304,480,089