fourthamendment.htm


     

    
      
        

      


      FOURTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

       

      FOURTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
entered into as of July 18, 2008, 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 further be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”);
and

       

      WHEREAS, the Borrower has
requested that the Administrative Agent and the Lenders amend the Credit
Agreement to increase the Aggregate Revolving Commitment; and

       

      WHEREAS, the Administrative
Agent and the Lenders have agreed to amend the Credit Agreement to increase the
Aggregate Revolving Commitment upon the terms and conditions set forth
herein;

       

      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
Definition.  Section 1.01 of the
Credit Agreement shall be and it hereby is amended by inserting the following
definition in appropriate alphabetical order:

       

      “Fourth
Amendment Effective Date” means July 18, 2008.

       

      1.2 Amended
Definition.  Section 1.01 of the
Credit Agreement shall be and it hereby is amended by amending and restating the
following definition in its entirety to read as follows:

       

      “Aggregate Revolving
Commitment” means, as of the Fourth Amendment Effective Date,
$300,000,000 and thereafter as such amount may be reduced or increased from time
to time pursuant to Section 2.02 and Section 2.03 and as a result of changes in
the Borrowing Base pursuant to Article III; provided that such amount shall not
at any time exceed the lesser of (i) the Maximum Facility Amount and (ii) the
Borrowing Base.  If at any time
the Borrowing Base is reduced below the Aggregate Revolving Commitment, the
Aggregate Revolving Commitment shall be reduced automatically to the amount of
the Borrowing Base in effect at such time.

       

      1.3 Amendment to
Schedules.  Schedule 2.01 of the
Credit Agreement shall be and it hereby is amended in its entirety by
substituting 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 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 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
allocation.  The Borrower and Administrative Agent hereby consent to
such assignment to the New Lenders.

       

      SECTION
3. Conditions.  The
amendments to the Credit Agreement contained in Section 1 of this
Amendment and the assignments and reallocations contained in Section 2 of this
Amendment shall be effective upon the satisfaction of each of the conditions set
forth in this Section
3.

       

      3.1 Execution and
Delivery.  Each Credit Party, each Lender, 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
Administrative Agent and J.P. Morgan Securities Inc., as a Joint Lead Arranger
and the Sole Bookrunner (“JPMorgan”) shall have
received all fees payable in the amounts and at the times separately agreed upon
among the Administrative Agent, JPMorgan and the Borrower.

       

      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
Borrower.  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 and assignments 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 Fourth Amendment Effective Date
(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
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.

       

      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.  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.  However, this
Amendment shall bind no party until each Credit Party, the Lenders, and the
Administrative Agent have executed a counterpart.  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 BETWEEN 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.

       

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


      
        
          
            


             

            Fourth
Amendment to

             

            Amended
and Restated Credit Agreement

             

            65188659.2

          

           


        

        
           


          
            

          

        

        
           


        

      


      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/
Richard W
McCullough                                                            

          Name:      Richard W.
McCullough

          Title:        President

      


      


                                      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     
Treasurer


        PA
PDC, LLC

         

        By:           /s/
Daniel W.
Amidon                                                                   

            Name:   
Daniel W. Amidon

            Title:     
General Counsel

             


      


      
        
          
            Fourth
Amendment to

            Amended
and Restated Credit Agreement

            65188659

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


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

      
         

        By:     /s/
Jo Linda
Papadakis                                                               

        Name:    Jo Linda
Papadakis

        Title:      Vice
President

      


      
        
          
            Fourth
Amendment to

            Amended
and Restated Credit Agreement

            65188659

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      BNP
PARIBAS,

       

      as a
Lender and as Syndication Agent

      
        


        


        By:     /s/
Betsy
Jocher                                                                   

        Name:    Betsy
Jocher

        Title:     
Director

        


        


                                        By:    
/s/ Richard
Hawthorne                                                                       

        Name:    Polly
Schott

        Title:      Director

      


      
        
          
            Fourth
Amendment to

            Amended
and Restated Credit Agreement

            65188659

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


      
         

        WACHOVIA BANK, N.A., as a
Lender

        


        


        By:      /s/
Paul
Pritchett                                                                  

        Paul
Pritchett

        Vice President

      


      
        
          
            Fourth
Amendment to

            Amended
and Restated Credit Agreement

            65188659

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      

       

      GUARANTY BANK, FSB, as a
Lender

      


       

      By:       /s/ W.
David McCarver
IV                                                        

      Name:      W.
David McCarver
IV                                                              

      Title:     Vice
President                                                                                      

      



      
        
          
            Fourth
Amendment to

            Amended
and Restated Credit Agreement

            65188659

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


      
        


         

        BANK OF OKLAHOMA, as a
Lender

        


        


        By:                
/s/
Wes Webb                                                        

        Name:    Wes
Webb                                                                         

        Title:              SVP                                                                                

      

      



      
        
          
            Fourth
Amendment to

            Amended
and Restated Credit Agreement

            65188659

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


      
         

        ALLIED IRISH BANK (successor
in interest to Morgan Stanley Bank), as a Lender

        


        
           

              By:             /s/ David
O'Driscoll

              Name:        David O''Driscoll

              Title:          Assistant
Vice President         

        

         

                                            By:             /s/
Vaughn
Buck                                                         

            Name:        Vaughn
Buck                                                                   

            Title:          Director

                                          

      


      
        
          
            Fourth
Amendment to

            Amended
and Restated Credit Agreement

            65188659

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


      
 

      
         

        ROYAL BANK OF CANADA, as a
Lender

        


        


        By:                   /s/
Don J.
McKinnerney                                                     

        Name:     Don J.
McKinnerney                                                                           

        Title:     
Authorized Signature                                                                      

      


      
        
          
            Fourth
Amendment to

            Amended
and Restated Credit Agreement

            65188659

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
         

        THE ROYAL BANK OF SCOTLAND plc,
as a Lender

        


        


        By:       /s/ Brian
Williams                                                           

        Name      Brian
Williams                       

        Title:               Vice
President                                                                     

      


      
        
          
            Fourth
Amendment to

            Amended
and Restated Credit Agreement

            65188659

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      CALYON NEW YORK
BRANCH,

      as a
Lender

       

                                      By:           
/s/ Mark A. Roche

      
        Name:        Mark A. Roche  

        Title:                        
Managing Director

         

        
           

          By:           
/s/ Sharada Manne

          Name                        Sharada
Manne 

          Title:                        
Director

        

         

      


      
        
          
            Fourth
Amendment to

            Amended
and Restated Credit Agreement

            65188659

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      COMPASS BANK, as a
Lender

      
        


        By:           
/s/ Kathleen J. Bowen

        Name        Kathleen J.
Bowen

        Title:                        
Senior Vice President

         

      


      
        
          
            Fourth
Amendment to

            Amended
and Restated Credit Agreement

            65188659

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      THE
BANK OF NOVA SCOTIA, as a Lender

      


      By:        /s/ David G.
Mills

      Name                   
David G. Mills

      Title:                     Director,
Head of U.S. Energy Execution

       


      
        
          
            Fourth
Amendment to

            Amended
and Restated Credit Agreement

            65188659

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      BMO CAPITAL MARKETS
FINANCING, INC.  as a
Lender

      
        


        By:                     /s/
Gumaro Tijerina  

        Name:        Gumaro
Tijerina  

        Title:                  Vice
President

         

      


      
        
          
            Fourth
Amendment to

            Amended
and Restated Credit Agreement

            65188659

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      SCHEDULE
2.01

      Applicable
Percentages and Revolving Commitments

      


      


      
        	
                 

                Lender

              	
                 

                Title

              	
                Applicable
      Percentage

              	
                Revolving
      Commitment1

              	
                Maximum
      Facility Amount

              
	
                JPMorgan
      Chase Bank , N.A.

                Mail
      Code IL1-0010

                10
      South Dearborn, Floor 07

                Chicago,
      Illinois 60603-2003

                Attention:
      Mi Y Kim

                Telephone:
      (312) 732-4853

                Facsimile:
      (312) 385-7098

                mi.y.kim@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

              	
                12.3333333%

              	
                $37,000,000

              	
                $49,333,333.33

              	 
      
	
                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

              	
                12.3333333%

              	
                $37,000,000

              	
                $49,333,333.33

              	 
      
	
                Wachovia
      Bank, N.A.

                c/o
      Wachovia Capital Markets, LLC

                1001
      Fannin Street, Suite 2255

                Houston,
      Texas 77002

                Attention:  Philip
      Trinder

                Telephone:
      (713) 346-2718

                Facsimile:
      (713) 650-6354

                phillip.trinder@wachovia.com

                 

                with
      a copy to:

                 

                Wachovia
      Bank, N.A.

                201
      S. College Street, CP9

                Charlotte,
      NC  28288

                Attention:  Todd
      Tucker

                Telephone:
      (704) 383-0905

                Facsimile:
      (704) 715-0097

                todd.tucker@wachovia.com

                 

              	
                Lender

              	
                9.6666667%

              	
                $29,000,000

              	
                $38,666,666.67

              	 
      
	
                Guaranty
      Bank, FSB

                333
      Clay, Suite 4400

                Houston,
      Texas 77002

                Attention:
      W. David McCarver IV

                Telephone:
      (713) 890-8897

                Facsimile:
      (713) 890-8868

                david.mccarver@guarantybank.com

                 

                with
      a copy to:

                 

                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

              	
                9.6666667%

              	
                $29,000,000

              	
                $38,666,666.67

              	 
      
	
                Bank
      of Oklahoma

                P.O.
      Box 2300

                Tulsa,
      Oklahoma  74192

                Attention:
      Lindsay Sherrer

                Telephone:
      (918) 295-0414

                Facsimile:
      (918) 588-6880

                lsherrer@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

              	
                7.0000000%

              	
                $21,000,000.00

              	
                $28,000,000

              	 
      
	
                Royal
      Bank of Canada

                3900
      Williams Tower

                2800
      Post Oak Blvd.

                Houston,
      Texas 77056

                Attention:
      Don J. McKinnerney

                Telephone:
      (713) 403-5607

                Facsimile:
      (713) 403-5624

                don.mckinnerney@rbccm.com

                 

                with
      a copy to:

                 

                Royal
      Bank of Canada

                New
      York Branch

                One
      Liberty Plaza, 3rd
      Floor

                New
      York, NY 10006-1404

                Attention:
      Jackie Dias

                Telephone:
      (212) 428-6332

                Facsimile:
      (212) 428-2372

                Jackie.dias@rbc.com

                 

              	
                Lender

              	
                7.0000000%

              	
                $21,000,000.00

              	
                $28,000,000

              	 
      
	
                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

              	
                7.0000000%

              	
                $21,000,000.00

              	
                $28,000,000

              	 
      
	
                Allied
      Irish Bank

                AIB
      Corporate Banking

                405
      Park Avenue, 4th
      Floor

                New
      York, NY  10022

                Attention:
      David O’Driscoll

                Telephone:
      (212) 515-6743

                Facsimile:
      (212) 339-8099

                david.o’driscoll@aibny.com

                 

                with
      a copy to:

                 

                Allied
      Irish Banks p.l.c.

                Bankcentre,

                Ballsbridge

                Dublin
      4

                Ireland

                Telephone:
      +353 1 641-8562

                Facsimile:
      +353 1 608-9815

                 

              	
                Lender

              	
                7.0000000%

              	
                $21,000,000.00

              	
                $28,000,000

              	 
      
	
                Calyon
      New York Branch

                [Address]

                Attention:

                Telephone:

                Facsimile:

                [e-mail]

                 

                with
      a copy to:

                 

                Calyon
      New York Branch

                [Address]

                Attention:

                Telephone:

                Facsimile:

                [e-mail]

                 

              	
                Lender

              	
                7.0000000%

              	
                $21,000,000.00

              	
                $28,000,000

              	 
      
	
                Compass
      Bank

                [Address]

                Attention:

                Telephone:

                Facsimile:

                [e-mail]

                 

                with
      a copy to:

                 

                Compass
      Bank

                [Address]

                Attention:

                Telephone:

                Facsimile:

                [e-mail]

                 

              	
                Lender

              	
                7.0000000%

              	
                $21,000,000.00

              	
                $28,000,000

              	 
      
	
                ScotiaBanc,
      Inc.

                [Address]

                Attention:

                Telephone:

                Facsimile:

                [e-mail]

                 

                with
      a copy to:

                 

                ScotiaBanc,
      Inc.

                [Address]

                Attention:

                Telephone:

                Facsimile:

                [e-mail]

                 

              	
                Lender

              	
                7.0000000%

              	
                $21,000,000.00

              	
                $28,000,000

              	 
      
	
                Bank
      of Montreal

                [Address]

                Attention:

                Telephone:

                Facsimile:

                [e-mail]

                 

                with
      a copy to:

                 

                Bank
      of Montreal

                [Address]

                Attention:

                Telephone:

                Facsimile:

                [e-mail]

                 

              	
                Lender

              	
                7.0000000%

              	
                $21,000,000.00

              	
                $28,000,000

              	 
      
	
                TOTAL

              	 
      	
                100.00000%

              	
                $300,000,000.00

              	
                $400,000,000.00

              	 
      


      

      


       

      


       

      

        

      

       

        1As of the
Fourth Amendment Effective Date and subject to adjustment as a result of a
reduction or increase in the Aggregate Revolving Commitment pursuant to Section
2.02 and Section 2.03 of the Credit Agreement, respectively, or a change in the
Borrowing Base pursuant to Article III.

      


      
        
          
            


             

            Fourth
Amendment to

             

            Amended
and Restated Credit Agreement

             

            65188659.2                                                                                  
Schedule
2.01