EX-10.1



 Exhibit 10.1 

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED 

CREDIT AGREEMENT 
 SECOND
AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of September 30, 2015, by and among PDC ENERGY, INC., a Delaware corporation formerly known as Petroleum Development Corporation
(the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors (the “Guarantors”), the LENDERS party hereto 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 Third Amended and
Restated Credit Agreement dated as of May 21, 2013 (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 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 3 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 Amended Definition. The following definition in Section 1.01 shall be and it hereby is amended and restated in its entirety as
follows: 
 “Maturity Date” means (a) May 21, 2020 and (b) any earlier date on which the
Commitments are reduced to zero or otherwise terminated as permitted herein. 
 SECTION 2. Redetermined Borrowing Base. This Amendment shall
constitute notice of the Redetermination of the Borrowing Base pursuant to Section 3.04 of the Credit Agreement, and the Administrative Agent, the Lenders, Borrower and the Guarantors hereby acknowledge that effective as of the Second
Amendment Effective Date, the Borrowing Base is $700,000,000, and such redetermined Borrowing Base shall remain in effect until the earlier of (i) the next Redetermination of the Borrowing Base and (ii) the date such Borrowing Base is
otherwise adjusted pursuant to the terms of the Credit Agreement. For the avoidance of doubt, the 







 
redetermination of the Borrowing Base contained in this Section 2 constitutes the Scheduled Redetermination, which otherwise would have occurred on or about November 1, 2015
pursuant to Section 3.02 of the Credit Agreement. 
 SECTION 3. Conditions. The amendments to the Credit Agreement contained in
Section 1 of this Amendment and the redetermination of the Borrowing Base contained in Section 2 of this Amendment, shall be effective upon the satisfaction of each of the conditions set forth in this Section 3
(the date on which each such condition has been satisfied is referred to herein as the “Second Amendment Effective Date”). 

3.1 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. 
 3.2 No Default. No
Default shall have occurred and be continuing or shall result from the effectiveness of this Amendment. 
 3.3 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. 
 3.4 Fees. Borrower and the Administrative Agent shall have
executed and delivered a fee letter in connection with this Amendment, and the Administrative Agent shall have received, for its own account and for the account of the Lenders, the fees separately agreed upon in such fee letter. 

SECTION 4. 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: 
 4.1 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 and in each of the other Loan Documents 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). 

4.2 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. 
 4.3 Enforceability. This Amendment constitutes the valid and binding obligation of such Credit Party enforceable in
accordance with its terms, except as (i) the enforceability 

  
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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. 
 4.4 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. 
 SECTION 5. Post-Closing Covenant. Within forty-five (45) days
following the Second Amendment Effective Date (or such longer period as permitted by Administrative Agent in its sole discretion), Borrower shall deliver to Administrative Agent (a) Mortgages and title information, in each case, reasonably
satisfactory to Administrative Agent with respect to the Borrowing Base Properties, or the portion thereof, as required by Sections 6.11 and 6.12 of the Credit Agreement. 

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 other 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. 

  
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 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 New York without regard
to conflicts of law. 
 [Remainder of Page Intentionally Blank. Signature Pages Follow.] 

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

			
	BORROWER:
	
	PDC ENERGY, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	GUARANTOR:
	
	RILEY NATURAL GAS COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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	JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and as a Lender
		
	By:	 	  

	Name:	 	Jo Linda Papadakis
	Title:	 	Authorized Officer



  
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	BANK OF AMERICA, N.A., as a Lender and as a Co-Documentation Agent
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 Signature Page 








 
			
	BANK OF MONTREAL, as a Lender and as a Co-Documentation Agent
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 Signature Page 








 
			
	THE ROYAL BANK OF SCOTLAND PLC, as a Lender and as Co-Documentation Agent
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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	 WELLS FARGO BANK, N.A.,
 as a
Lender and as Syndication Agent

		
	By:	 	  

	Name:	 	
	Title:	 	



  
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	COMPASS BANK, as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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	 CREDIT AGRICOLE CORPORATE AND

INVESTMENT BANK, as a Lender

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	



  
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	THE BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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	SCOTIABANC INC.,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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	BOKF, NA,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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	CAPITAL ONE, N.A.,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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	COMERICA BANK,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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	NATIXIS,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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	TEXAS CAPITAL BANK, N.A.,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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	U.S. BANK NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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	KEYBANK NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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	TORONTO DOMINION (TEXAS) LLC,
	as a Lender
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 Signature Page