ex10_11.htm


    
       

      
         


        
          EXECUTION
VERSION

        

      

    


    EIGHTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

     

    EIGHTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
entered into as of December 18, 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 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 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:

     

    “Eighth Amendment Effective
Date” means December 18, 2009.

     

    “Excluded
Hedges” means,
collectively, Swap Agreements that (i) are basis differential only swaps for
volumes of Natural Gas included under other Swap Agreements permitted by Section
7.05(a), (ii) are a hedge of volumes of Crude Oil or Natural Gas by means of a
price “floor” for which there exists no deferred obligation to pay the related
premium or other purchase price or the only deferred obligation is to either pay
the premium or other purchase price on each settlement date so long as such
settlement date occurs at least monthly, or pay the financing for such premium
or other purchase price, or (iii) for purposes of determining compliance with
clause (y) of Section 7.05(a) only, are volumes of Crude Oil and Natural Gas
included in Allocated Partnership Volumes.

     

     

    
      
        
        

      

      
         


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    1.2 Amended
Definitions.  The following definition in Section 1.01 of the
Credit Agreement shall be and it hereby is amended and restated in its entirety
to read as follows:

     

    “Net Cash Proceeds”
means, (i) with respect to the sale of Borrowing Base Properties (including
Attributed Interests and Equity Interests of any Restricted Subsidiary) by the
Borrower or any Restricted Subsidiary (or Sponsored Partnership with respect to
Attributed Interests), the excess, if any, of (a) the sum of cash and cash
equivalents received in connection with such sale, but only as and when so
received, over (b) the sum of (1) the principal amount of any Indebtedness that
is secured by such asset and that is required to be repaid in connection with
the sale thereof (other than the Loans), and (2) the out-of-pocket expenses
incurred by the Borrower or such Restricted Subsidiary (or Sponsored Partnership
with respect to Attributed Interests) in connection with such sale and (ii) with
respect to any issuance of Senior Notes, the cash proceeds from such issuance of
Senior Notes net of underwriting discounts and commissions and other reasonable
costs and expenses associated therewith, including reasonable legal fees and
expenses.

     

    1.3 Mandatory Prepayment of
Loans.  Clause (b) of Section 2.11 of the
Credit Agreement shall be and it hereby is amended and restated in its entirety
to read as follows:

     

    (b)           If
the Borrower or any Restricted Subsidiary (or any Sponsored Partnership with
respect to Attributed Interests) sells, exchanges, transfers or otherwise
disposes of any Borrowing Base Properties (whether pursuant to a sale, exchange,
transfer or other disposition of Equity Interests of a Restricted Subsidiary
permitted pursuant to Section 7.03(a) or otherwise) at any time a Borrowing Base
Deficiency exists or if after giving effect to such sale, exchange, transfer or
disposition a Borrowing Base Deficiency would exist, the Borrower shall prepay
the Borrowings with the Net Cash Proceeds received from such sale, exchange,
transfer or other disposition on the date it or any Restricted Subsidiary (or
any Sponsored Partnership with respect to Attributed Interests) receives such
Net Cash Proceeds to the extent necessary to eliminate such Borrowing Base
Deficiency after giving effect to such sale, exchange, transfer or other
disposition, or, in the case of any exchange of Borrowing Base Properties for
other Oil and Gas Interests, take all actions reasonably necessary to cause such
Oil and Gas Interests received in such exchange to become additional security
for the Obligations by instruments satisfactory in form and substance to the
Required Lenders; provided, however
that amounts applied to the payment of Borrowings pursuant to this Section may
be reborrowed subject to and in accordance with the terms of this
Agreement.

     

    1.4 Fundamental
Changes.  Clause (a) of Section 7.03 of the
Credit Agreement shall be and it hereby is amended and restated in its entirety
to read as follows:

     

    (a)           The
Borrower will not, nor will it permit any of its Restricted Subsidiaries to,
merge into or consolidate with any other Person, or permit any other Person to
merge into or consolidate with it, or sell, transfer, lease or otherwise dispose
of (in one transaction or in a series of transactions) all or any substantial
part of its assets, or any of its Borrowing Base Properties (or permit any
Sponsored Partnership to sell, transfer, lease or 

     

     

    
      
        
        

      

      
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      otherwise
dispose of any Attributed Interests included in the Borrowing Base Properties)
or any of the Equity Interests of any Restricted Subsidiary or any Sponsored
Partnership that holds title to any Attributed Interest (in each case, whether
now owned or hereafter acquired), or liquidate or dissolve, except that, the
Borrower, any Restricted Subsidiary or any Sponsored Partnership may sell
Hydrocarbons produced from its Oil and Gas Interests in the ordinary course of
business and, if at the time thereof and immediately after giving effect thereto
no Default shall have occurred and be continuing (i) any Restricted
Subsidiary may merge into the Borrower in a transaction in which the Borrower is
the surviving entity, (ii) any Restricted Subsidiary may merge into any
other Restricted Subsidiary in a transaction in which the surviving entity is a
Restricted Subsidiary, (iii) any Restricted Subsidiary or any Sponsored
Partnership may sell, transfer, lease or otherwise dispose of its assets to the
Borrower or to another Restricted Subsidiary, (iv) any Restricted Subsidiary or
Sponsored Partnership may liquidate or dissolve if the Borrower determines in
good faith that such liquidation or dissolution is in the best interests of the
Borrower (or in the case of any Sponsored Partnership the best interest of the
holders of the Equity Interests of such Sponsored Partnership) and is not
materially disadvantageous to the Lenders, (v) the Borrower, any Restricted
Subsidiary or any Sponsored Partnership may sell, transfer, lease or otherwise
dispose of equipment and related items in the ordinary course of business, that
are obsolete or no longer necessary in the business of the Borrower or any of
its Subsidiaries or that is being replaced by equipment of comparable value and
utility, (vi) the Borrower, any Restricted Subsidiary or any Sponsored
Partnership may sell, transfer, lease or otherwise dispose of Borrowing Base
Properties with a value not to exceed, in the aggregate, 10% of the Borrowing
Base for the Borrower and the Restricted Subsidiaries, on a consolidated basis,
between Scheduled Redeterminations, (vii) so long as no Borrowing Base
Deficiency exists or would exist after giving effect to any such sale, transfer,
exchange or other disposition, the Borrower, the Restricted Subsidiaries and the
Sponsored Partnerships may sell, transfer, exchange or otherwise dispose of
Borrowing Base Properties not otherwise permitted by the foregoing clause (vi)
(whether pursuant to a sale, transfer, exchange or other disposition of all, but
not less than all, of the Equity Interests of any Restricted Subsidiary or
otherwise); provided that (1) the
consideration received in respect of such sale, transfer, exchange or other
disposition shall be equal to or greater than the fair market value of the Oil
and Gas Interests subject to such sale, transfer, exchange or other disposition
(as reasonably determined in good faith by the board of directors of the
Borrower and, if requested by the Administrative Agent, the Borrower shall
deliver to the Administrative Agent a certificate of its chief financial officer
or president certifying to that effect), (2) at least 90% of the consideration
received by the Borrower, any Restricted Subsidiary or any Sponsored Partnership
in respect of any such sale, transfer, exchange or other disposition is cash,
cash equivalents, Oil and Gas Interests or 

       

       

      
        
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      other
assets to be used by the Borrower, any Restricted Subsidiary or such Sponsored
Partnership in the oil and gas business and (3) an amount equal to that portion
of the Net Cash Proceeds received from such sale, transfer, exchange or other
disposition necessary to eliminate any Borrowing Base Deficiency is used to
prepay the Loans in accordance with Section 2.11(b) and the remainder, if any,
is used, within one year of the date of such sale, transfer, exchange or other
disposition, to (x) acquire property and assets used or useful in carrying on
the business of the Borrower, any Restricted Subsidiaries and such Sponsored
Partnership or to improve or replace any such property or assets, or (y) in the
case of any sale, transfer, exchange or other disposition of Borrowing Base
Properties (including Equity Interests of any Restricted Subsidiary held by any
Restricted Subsidiary) by any Restricted Subsidiary or any Sponsored
Partnership, to make a dividend or distribution to the direct holders of its
Equity Interests, 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.

    

     

    1.5 Swap
Agreements.  Clause (a) of Section 7.05 of the
Credit Agreement shall be and it hereby is amended and restated in its entirety
to read as follows:

     

    (a)           hedge
or mitigate Crude Oil and Natural Gas price risks to which the Borrower, any
Restricted Subsidiary or any Sponsored Partnership has actual exposure (whether
or not treated as a hedge for accounting purposes under GAAP); provided that at the
time the Borrower (whether on its own behalf or on behalf of any Sponsored
Partnership), any Restricted Subsidiary or any Sponsored Partnership enters into
any such Swap Agreement, such Swap Agreement (i) in the case of any Swap
Agreement entered into on or after the Eighth Amendment Effective Date, does not
have a term greater than forty-eight (48) months from the date such Swap
Agreement is entered into, and (ii) when aggregated with all other Swap
Agreements then in effect would not cause the aggregate notional volume per
month for each of Crude Oil and Natural Gas, calculated separately, under all
Swap Agreements then in effect (other than Excluded Hedges) to exceed, as of the
date such Swap Agreement is executed, either (x) eighty percent (80%) of the
“forecasted production from proved producing reserves” (as defined below) of the
Borrower, the Restricted Subsidiaries, and the Sponsored Partnerships, taken as
a whole, or (y) eighty percent (80%) of the “forecasted production from proved
producing reserves” of the Borrower and the Restricted Subsidiaries (including
the Attributed Interests), in each case, for any month during the forthcoming
forty-eight (48) month period; and

     

    1.6 Notices.  Subclause
(ii) of Section
11.01(a) of the Credit Agreement shall be and it hereby is amended and
restated in its entirety to read as follows:

     

    
      
        
        

      

      
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    (ii)           if
to the Administrative Agent or Issuing Bank, to JPMorgan Chase Bank, N.A., Mail
Code IL1-0010, 10 South Dearborn, Floor 07, Chicago, Illinois, 60603-2003,
Telecopy No.: (312) 385-7096, Attention: Claudia A. Kech, with a copy to
JPMorgan Chase Bank, N.A., Mail Code TX2-S038, 712 Main Street, 8th
Floor, Houston, Texas 77002, Telecopy No. (713) 216-7770,
Attention:  Jo Linda Papadakis;

     

    1.7 Waivers;
Amendments.  Subclause (7) of Section 11.02(b) of
the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:

     

    (7)
except in connection with any sales, transfers, leases or other dispositions
permitted in Section 7.03, release any Credit Party from its obligations under
the Loan Documents or release any of the Collateral without the written consent
of each Lender, or

     

    1.8 Amendment to
Schedules.  Schedule 2.01 of the
Credit Agreement shall be and it hereby is amended and restated in its entirety
and replaced with Schedule 2.01
attached hereto.

     

    SECTION
2. New Lenders and Reallocation of
Revolving Commitments and Loans.  The Lenders have agreed among
themselves to reallocate their respective Revolving Commitments and to, among
other things, allow certain financial institutions identified by J.P. Morgan
Securities, Inc., in its capacity as a Joint Lead Arranger (in such capacity
“J.P. Morgan”),
in consultation with the Borrower, to become a party to the Credit Agreement as
a Lender (each, a “New
Lender”) by acquiring an interest in the Aggregate Revolving Commitment,
and Administrative Agent and the Borrower hereby consent to such reallocation
and each New Lender’s acquisition of an interest in the Aggregate Revolving
Commitment.  On the date this Amendment becomes effective and after
giving effect to such reallocation of the Aggregate Revolving Commitment, the
Revolving Commitment of each Lender shall be as set forth on Schedule 2.01 of this
Amendment.  With respect to such reallocation, each New Lender shall
be deemed to have acquired the Revolving Commitment allocated to it from each of
the other Lenders and such acquisition and the reallocation of the Aggregate
Revolving Commitment among the Lenders shall be deemed to have been consummated
pursuant to the terms of the Assignment and Assumption attached as Exhibit A to the
Credit Agreement as if such New Lender and the other Lenders
had executed an Assignment and Assumption with respect to such
reallocation.  The Borrower and Administrative Agent hereby consent to
such assignment to the New Lenders.  The Administrative Agent hereby
waives the $3,500 processing and recordation fee set forth in Section
11.04(b)(ii)(C) of the Credit Agreement with respect to the assignments
and reallocations contemplated by this Section
2.  To the extent requested by any Lender, and in accordance
with Section
2.16 of the Credit Agreement, the Borrower shall pay to such Lender,
within the time period prescribed by Section 2.16 of
the Credit Agreement, any amounts required to be paid by the Borrower under
Section 2.16 of
the Credit Agreement in the event the payment of any principal of any Eurodollar
Loan or the conversion of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto is required in connection with the
reallocation contemplated by this Section
2.

     

    SECTION
3. 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 

     

     

    
      
        
        

      

      
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    forth in
this Section 3.

     

    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 Fees.  The Borrower,
the Administrative Agent and J.P. Morgan shall have executed and delivered a fee
letter in connection with this Amendment, and the Administrative Agent and J.P.
Morgan shall have received the fees separately agreed upon in such fee
letter.

     

    3.4 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.

     

    3.5 Notes.  Borrower
shall have executed and delivered a promissory note to each New Lender that has
requested a promissory note in accordance with Section 2.09(e) of
the Credit Agreement.

     

    3.6 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
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 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).

     

    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.

     

     

    
      
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    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
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.

     

    4.5 Swap Agreements.  As
of the date hereof, no Credit Party is a party to any Swap Agreement which has a
term beyond December 31, 2013.

     

    SECTION
5. Miscellaneous.

     

    5.1 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.

     

    5.2 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.

     

    5.3 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.

     

    5.4 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.

     

    5.5 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.

     

    5.6 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.

     

     

    
      
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    5.7 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.]

     

    
      
        
        

      

      
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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:

    PETROLEUM
DEVELOPMENT CORPORATION

     

    


     

    


    By:    /s/ Darwin L.
Stump     

    Name:
Darwin L. Stump

    Title:   Vice
President Accounting Operations

    


    


     

    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:   President

    


    



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

     

    By:      /s/ JoLinda
Papadakis    

    Name: 
JoLinda Papadakis

    Title:   
Vice President


    
      
        
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    BNP
PARIBAS,

    as a
Lender and as Syndication Agent

    


    


    


    By:     /s/ Doug
Liftman  

    Name: 
Doug Liftman

    Title:   
Managing Director

    


    


    


    By:    /s/ Betsy
Jocher   

    Name: 
Betsy Jocher

    Title:   
Director


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

    and as a
Co-Documentation Agent

    


    


    By:       /s/ Christen A.
Lacey

    Name: 
Christen Lacey

    Title:   
Principal


    
      
        
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    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/ Sharada
Manne  

    Name:
Sharada Manne

    Title:  
Director


    
      
        
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    BANK OF MONTREAL, as a
Lender

    and as a
Co-Documentation Agent

     

    


     

    By:       /s/ Gumaro
Tijerina      

    Name: 
Gumaro Tijerina

    Title:   
Director


    
      
        
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    WACHOVIA BANK, N.A., as a Lender

    


    


    By:        /s/ Oleg Kogan    


    Name:  
Oleg Kogan

    Title:    
Vice President


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

    


    


    By:        /s/ Kathleen
Bowen

    Name:  
Kathleen J. Bowen

    Title:    
Senior Vice President


    
      
        
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    THE ROYAL BANK OF SCOTLAND plc,
as a Lender

    


    


    By:      /s/ Matthew
Main  

    Name: 
Matthew Main 

    Title:   
Managing Director


    
      
        
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    BANK OF OKLAHOMA, as a
Lender

    


    


    By:        /s/ Wes Webb  

    Name:  
Wes Webb

    Title:      
Senior Vice President

    



    
      
        
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    COMPASS
BANK,

    as a
Lender

     

    


     

    By:      /s/ Kathleen J.
Bowen 

    Name: 
Kathleen J. Bowen

    Title:   
Senior Vice President


    
      
        
          Eighth
Amendment to

          Amended
and Restated Credit Agreement

          65345478

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    THE
BANK OF NOVA SCOTIA,

    as a
Lender

     

    


     

    By:       /s/ James
Forward  

    Name: 
James Forward

    Title:   
Managing Director


    
      
        
          Eighth
Amendment to

          Amended
and Restated Credit Agreement

          65345478

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    TEXAS
CAPITAL BANK, N.A.

    as a
Lender

     

    


     

    By:       /s/ W. David McCarver
IV

    Name: 
W. David McCarver IV

    Title:    
Vice President


    
      
        
          Eighth
Amendment to

          Amended
and Restated Credit Agreement

          65345478

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    U.S.
BANK NATIONAL ASSOCIATION,

    as a
Lender

     

    


     

    By:      /s/ Bruce E.
Hernandez 

    Name:  
Bruce E. Hernandez

    Title:    
Vice President


    
      
        
          Eighth
Amendment to

          Amended
and Restated Credit Agreement

          65345478

          Signature
Page

        

         


      

      
         


        
          

        

      

       

    

    SCHEDULE
2.01

    Applicable
Percentages and Revolving Commitments

     

     

    
      
        	
                 

                Lender

              	
                 

                Title

              	
                Applicable
      Percentage

              	
                Revolving
      Commitment1

              
	
                JPMorgan
      Chase Bank , N.A.

                Mail
      Code IL1-0010

                10
      South Dearborn, Floor 07

                Chicago,
      Illinois 60603-2003

                Attention:
      Claudia A. Kech

                Telephone:
      (312) 385-7041

                Facsimile:
      (312) 385-7096

                claudia.kech@jpmchase.com

                 

                With
      a copy to:

                 

                JPMorgan
      Chase Bank, N.A.

                Mail
      Code TX2-S038

                712
      Main Street

                Houston,
      TX 77002

                Attention:
      Jo Linda Papdakis

                Telephone:
      (713) 216-7743

                Facsimile:
      (713) 216-7770

                Jo.l.papadakis@jpmorgan.com

                 

              	
                Administrative
      Agent and a Lender

              	
                9.83606557%

              	
                $30,000,000.00

              
	
                BNP
      Paribas

                1200
      Smith Street, Suite 3100

                Houston,
      TX 77002

                Attention:  Douglas
      R. Liftman

                Telephone:
      (713) 982-1154

                Facsimile:
      (713) 659-6915

                doug.liftman@americas.bnpparibas.com

                 

              	
                Syndication
      Agent

                and
      a Lender

              	
                9.83606557%

              	
                $30,000,000.00

              
	
                Bank
      of America, N.A.

                100
      Federal Street

                Boston,
      MA  02110

                Mail
      Stop MA5-100-09-01

                Attention:
      Christopher T. Renyi

                Telephone:
      (617) 434-2079

                Facsimile:  (617)
      434-5818

                christopher.t.renyi@baml.com

                 

              	
                Co-Documentation
      Agent
and a Lender

              	
                9.83606557%

              	
                $30,000,000.00

              
	
                Calyon
      New York Branch

                1301
      Travis, Suite 2100

                Houston,
      Texas  77002

                Attention:
      Mark Roche

                Telephone:
      (713) 890-8617

                Facsimile:
      (713) 890-8668

                mark.roche@us.calyon.com

                 

              	
                Co-Documentation
      Agent
and a Lender

              	
                9.83606557%

              	
                $30,000,000.00

              


      

      

        

      

        
        1As of
the Eighth Amendment Effective Date, as such amount may be (a) reduced from time
to time pursuant to Section 2.02, (b) increased from time to time as a result of
changes in the Aggregate Revolving Commitment pursuant to Section 2.03, (c)
reduced or increased from time to time as a result of changes to the Borrowing
Base pursuant to Article III and (d) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section
11.04.

      

      
        
          
            
              
                 

                Eighth
Amendment to

                Amended
and Restated Credit Agreement

                65345478

              

              Schedule
2.01

            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      


      
        	
                 

                Lender

              	
                 

                Title

              	
                Applicable
      Percentage

              	
                Revolving
      Commitment2

              
	
                Bank
      of Montreal

                700
      Louisiana, Suite 4400

                Houston,
      Texas  77002

                Attention:
      Gumaro Tijerina

                Telephone:
      (713) 546-9744

                Facsimile:
      (713) 223-4007

                gumaro.tijerina@bmo.com

                 

                with
      a copy to:

                 

                Bank
      of Montreal

                1st
      Canadian Place, 19th
      Floor

                Toronto,
      Ontario Canada

                M5X
      1A1

                Attention:
      Maria Tan

                Telephone:
      (416) 867-6983

                Facsimile:
      (416) 867-4050

                maria.tan@bmo.com

                 

              	
                Co-Documentation
      Agent and Lender

              	
                9.83606557%

              	
                $30,000,000.00

              
	
                The
      Royal Bank of Scotland plc

                101
      Park Avenue, 6th
      Floor

                New
      York, New York 10178

                Attention:
      Jacob Abraham

                Telephone:
      (212) 401-3563

                Facsimile:
      (212) 401-1494

                jacob.abraham@rbs.com

                 

                with
      a copy to:

                 

                The
      Royal Bank of Scotland plc

                600
      Travis Street, Suite 6500

                Houston,
      Texas  77002

                Attention:
      Matthew Main

                Telephone:
      (713) 221-2400

                Facsimile:
      (713) 221-2428

                matthew.main@rbs.com

                 

              	
                Lender

              	
                9.83606557%

              	
                $30,000,000.00

              
	
                The
      Bank of Nova Scotia

                711
      Louisiana, Suite 1400

                Houston,
      Texas  77002-2716

                Attention:
      Sandra Aultman

                Telephone:
      (713) 759-3428

                Facsimile:
      (713) 752-2425

                sandra_aultman@scotiacapital.com

                 

              	
                Lender

              	
                9.83606557%

              	
                $30,000,000.00

              
	
                Wachovia
      Bank, N.A.

                1700
      Lincoln St., Suite 600

                Denver,
      Colorado 80203

                Attention:  Oleg
      Kogan

                Telephone:
      (303) 863-5367

                Facsimile:
      (303) 863-5196

                Email:
      oleg.kogan@wellsfargo.com

                 

              	
                Lender

              	
                6.55737705%

              	
                $20,000,000.00

              


      

      
 


      
        
          
            
              Eighth Amendment to

              Amended and Restated Credit Agreement

              65345478

            

            Schedule
2.01

          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                 

                Lender

              	
                 

                Title

              	
                Applicable
      Percentage

              	
                Revolving
      Commitment3

              
	
                Guaranty
      Bank, FSB

                8333
      Douglas Avenue

                Dallas,
      Texas  75225

                Attention:
      Charlotte McLain

                Telephone:
      (214) 360-4883

                Facsimile:
      (214) 360-1938

                charlotte.mclain@guarantybank.com

                 

              	
                Lender

              	
                5.37704918%

              	
                $16,400,000.00

              
	
                Compass
      Bank

                24
      Greenway Plaza, Suite 1400A

                Houston,
      Texas  77046

                Attention:
      Kathy Bowen

                Telephone:
      (713) 968-8273

                Facsimile:
      (713) 968-8292

                Kathy.bowen@compassbank.com

                 

                with
      a copy to:

                 

                Compass
      Bank

                24
      Greenway Plaza, Suite 1400A

                Houston,
      Texas  77046

                Attention:
      Stacey R. Box

                Telephone:
      (713) 993-8580

                Facsimile:
      (713) 968-8292

                Stacey.box@compassbank.com

                 

              	
                Lender

              	
                4.45901639%

              	
                $13,600,000.00

              
	
                Texas
      Capital Bank

                One
      Riverway, Suite 2450

                Houston,
      Texas  77056

                Attention:
      W. David McCarver IV

                Telephone:
      (713) 439-5659

                Facsimile:
      (713) 439-5942

                david.mccarver@texascapitalbank.com

                 

              	
                Lender

              	
                4.91803279%

              	
                $15,000,000.00

              
	
                Bank
      of Oklahoma

                P.O.
      Box 2300

                Tulsa,
      Oklahoma  74192

                Attention:
      Wes Webb

                Telephone:
      (918) 588-6981

                Facsimile:
      (918) 588-6880

                wwebb@bokf.com

                 

                with
      a copy to:

                 

                Bank
      of Oklahoma

                1500
      S. Midwest Blvd

                Midwest
      City, OK 73110

                Attention:
      Sherry Ray

                Telephone:
      (405) 736-8947

                Facsimile:
      (405) 272-4644

                seray@bokf.com

                 

              	
                Lender

              	
                4.91803279%

              	
                $15,000,000.00

              


      

      
 

      
 

      
        
          
            
              Eighth Amendment to

              Amended and Restated Credit Agreement

              65345478

            

            Schedule 2.01

          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                 

                Lender

              	
                 

                Title

              	
                Applicable
      Percentage

              	
                Revolving
      Commitment4

              
	
                U.S.
      Bank National Association

                950
      17th Street, 8th Floor, DN-CO-T8E

                Attention:
      Bruce Hernandez

                Telephone:
      (303) 585-4117

                Facsimile:
      (303) 585-4362

                bruce.hernandez@usbank.com

                 

                 

              	
                Lender

              	
                4.91803279%

              	
                $15,000,000.00

              
	
                TOTAL

              	 
      	
                100.0000000%

              	
                $305,000,000

              


      

      


      
        
          
          

        

        
          
            Eighth
Amendment to

            Amended
and Restated Credit Agreement

            65345478

          

        

      
Schedule
2.01