thirdamendment.htm


     

    
      
        

      


      THIRD
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

       

      THIRD
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
entered into as of July 15, 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 Administrative
Agent, the Lenders, the Borrower, and the Guarantors have agreed to amend the
Credit Agreement as provided herein 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 2 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:

       

      “Aggregate Revolving Commitment
Usage” means, as of any
date and for all purposes, the quotient, expressed as a percentage, of (i) the
Aggregate Revolving Credit Exposure as of such date, divided
by (ii) the Aggregate
Revolving Commitment as of such date.

       

      “Increased
Revolving Commitment Amount” has the meaning assigned to such term in Section
2.03.

       

      “Lender
Certificate” has the meaning assigned to such term in Section 2.03.

       

      “Third
Amendment Effective Date” means July 15, 2008.

       

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

       

      “Aggregate Revolving
Commitment” means, as of the Third Amendment Effective Date, $234,100,000
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.

       

      “Applicable Rate”
means, with respect to any ABR Loan or Eurodollar Loan, or with respect to the
Unused Commitment Fees payable hereunder, as the case may be, the applicable
rate per annum set forth below under the caption “ABR Spread”, “Eurodollar
Spread” or “Unused Commitment Fee Rate”, as the case may be, based upon the
Borrowing Base Usage applicable on such date:

       

      
        	
                Borrowing Base Usage:

              	
                ABR

                Spread

              	
                Eurodollar

                Spread

              	
                Unused Commitment Fee
  Rate

              
	
                Equal
      to or greater than 90%

              	
                0.625%

              	
                2.125%

              	
                0.500%

              
	
                Equal
      to or greater than 75% and less than 90%

              	
                0.375%

              	
                1.875%

              	
                0.500%

              
	
                Equal
      to or greater than 50% and less than 75%

              	
                0.125%

              	
                1.625%

              	
                0.500%

              
	
                Less
      than 50%

              	
                0.000%

              	
                1.375%

              	
                0.375%

              


      

      


       

      “Borrowing Base”
means, at any time an amount equal to the amount determined in accordance with
Section 3.01, as the same may be redetermined, adjusted or reduced from time to
time pursuant to Section 3.02, Section 3.03 and Section 3.04; provided that the
Attributed Interests shall not constitute more than  twenty-five
percent (25%) of the Engineered Value included in the Borrowing
Base.

       

      “Change of Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or
of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder
as in effect on the date hereof), of Equity Interests representing more than 35%
of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Borrower; (b) occupation of a majority of the seats
(other than vacant seats) on the board of directors of the Borrower by Persons
who were neither (i) nominated by the board of directors of the Borrower nor
(ii) appointed by directors so nominated; or (c) the acquisition of direct or
indirect Control of the Borrower by any Person or group.

       

      “Material
Indebtedness” means Indebtedness permitted under Section 7.01(e), Section
7.01(h) and Section 7.01(i) and any other Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Swap Agreements, of
the Borrower or any one or more of the Restricted Subsidiaries in an aggregate
principal amount exceeding $15,000,000.  For purposes of determining
Material Indebtedness, the “principal amount” of the obligations of the Borrower
or any Guarantor in respect of any Swap Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that the
Borrower or such Guarantor would be required to pay if such Swap Agreement were
terminated at such time.

       

      “Material Sales
Contract” means, as of any date of determination, any agreement for the
sale of Hydrocarbons from the Borrowing Base Properties to which the Borrower,
any Restricted Subsidiary or any Sponsored Partnership is a party if the
aggregate volume of Hydrocarbons sold pursuant to such agreement during the
twelve months immediately preceding such date equals or exceeds 15% of the
aggregate volume of Hydrocarbons sold by the Borrower, the Restricted
Subsidiaries and the Sponsored Partnerships, on a consolidated basis, from the
Borrowing Base Properties during the twelve months immediately preceding such
date.

       

      “Required Lenders”
means, at any time, (i) solely with respect to a reduction in or reaffirmation
of the Borrowing Base pursuant to Section 3.02, Lenders having Revolving Credit
Exposures and Unused Revolving Commitments representing at least 66-2/3% of the
sum of the Aggregate Revolving Credit Exposure and all Unused Revolving
Commitments of all Lenders at such time or, if the Aggregate Revolving
Commitment has been terminated, Lenders having Revolving Credit Exposures
representing at least 66-2/3% of the sum of the Aggregate Revolving Credit
Exposure of all Lenders at such time and (ii) for all other purposes, Lenders
having Revolving Credit Exposures and Unused Revolving Commitments representing
more than 50% of the sum of the Aggregate Revolving Credit Exposure and all
Unused Revolving Commitments of all Lenders at such time or, if the Aggregate
Revolving Commitment has been terminated, Lenders having Revolving Credit
Exposures representing more than 50% of the sum of the Aggregate Revolving
Credit Exposure of all Lenders at such time.

       

      “Revolving Commitment”
means, with respect to each Lender, the commitment of such Lender to make Loans
and to acquire participations in Letters of Credit hereunder, expressed as an
amount representing the maximum aggregate amount of such Lender’s Revolving
Credit Exposure hereunder, as such commitment 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.  The amount of each Lender’s Revolving Commitment (which amount
is such Lender’s Applicable Percentage of the Aggregate Revolving Commitment) is
set forth in Schedule 2.01, or in the Assignment and Assumption or Lender
Certificate pursuant to which such Lender shall have assumed or agreed to
provide its Revolving Commitment, as applicable.

       

      1.3 Deleted
Definitions.  Section 1.01 of the
Credit Agreement shall be and it hereby is amended by deleting the following
definitions: Increased Commitment Date; Minimum Mortgaged Value; New
Commitments; New Lender; Suspension Period.

       

      1.4 Termination and Reduction of the
Aggregate Revolving Commitment.  Clause (d) of Section 2.02 of
the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:

       

      (d)           With
respect to any sale, transfer or disposition of Borrowing Base Properties (other
than sales, transfers or dispositions permitted under Section 7.03(a)(vi)), the
Borrowing Base shall be automatically reduced by an amount equal to the value
assigned to such Borrowing Base Properties by the Administrative Agent in
connection with the most recent Redetermination of the Borrowing Base preceding
the date of such sale (or in connection with the determination of the Initial
Borrowing Base with respect to any sale occurring prior to the first
Redetermination of the Borrowing Base).

       

      1.5 Increases in the Aggregate Revolving
Commitment.  Section 2.03 of
the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:

       

      Section 2.03                                Increases in the Aggregate
Revolving Commitment.  So long as no Default has occurred and
is continuing or would arise as a result thereof, it is agreed by the parties
hereto that one or more financial institutions acceptable to Borrower and the
Administrative Agent may become a Lender under this Agreement with the consent
of the Administrative Agent, or a Lender may increase its Revolving Commitment,
in each case, by executing and delivering to Borrower and the Administrative
Agent a certificate substantially in the form of Exhibit F hereto (a “Lender
Certificate”).  Each Lender shall have the option, but no
Lender shall have any obligation, to increase its Revolving Commitment hereunder
in connection with any increase in the Aggregate Revolving Commitment pursuant
to this Section.  Upon receipt and agreement by Borrower and the
Administrative Agent of any such Lender Certificate, (a) the Aggregate Revolving
Commitment automatically without further action by Borrower, the Administrative
Agent or any Lender shall be increased by the amount indicated in such Lender
Certificate on the effective date set forth in such Lender Certificate (such
increased amount herein the “Increased Revolving
Commitment Amount”); provided that the
Increased Revolving Commitment Amount together with the existing Aggregate
Revolving Commitment does not, in the aggregate, exceed the lesser of (i) the
Maximum Facility Amount and (ii) the Borrowing Base then in effect, (b) the
Register shall be amended to add the Revolving Commitment of such additional
Lender or to reflect the increase in the Revolving Commitment of an existing
Lender, and the Applicable Percentages of the Lenders shall be adjusted
accordingly to reflect the additional Lender or the increase in the Revolving
Commitment of an existing Lender, (c) any such additional Lender shall be deemed
to be a party in all respects to this Agreement and any other Loan Document to
which the Lenders are a party, and (d) upon the effective date set forth in such
Lender Certificate, any such Lender party to the Lender Certificate shall
purchase a pro rata portion of the outstanding Revolving Credit Exposure of each
of the current Lenders such that the Lenders (including any additional Lender,
if applicable) shall have the appropriate portion of the Aggregate Revolving
Credit Exposure (based in each case on such Lender’s Applicable Percentage, as
revised pursuant to this Section).

       

      1.6 Letters of Credit; Notice of
Issuance, Amendment, Renewal, Extension; Certain
Conditions.  The last sentence of clause (b) of Section 2.06 of
the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:

       

      (b)           Notice of Issuance,
Amendment, Renewal, Extension; Certain Conditions.  A Letter of
Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed
$50,000,000 and (ii) the Aggregate Revolving Credit Exposure shall not exceed
the Aggregate Revolving Commitment.

       

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

       

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

       

      1.8 Security.  Section 6.09 of the
Credit Agreement shall be and it hereby is amended and restated in its entirety
to read as follows:

       

      Section
6.09                                Security.  The
Borrower will, and will cause each Restricted Subsidiary to, execute and deliver
to the Administrative Agent, for the benefit of the Secured Parties, (a)
Mortgages in form and substance acceptable to the Administrative Agent together
with such other assignments, conveyances, amendments, agreements and other
writings, including, without limitation, UCC-1 financing statements (each duly
authorized and executed, as applicable) as the Administrative Agent shall deem
necessary or appropriate to grant, evidence and perfect Liens in Direct
Interests having an Engineered Value equal to or greater than eighty percent
(80%) of the Engineered Value of the Direct Interests included in the Borrowing
Base Properties and (b) Security Agreements in form and substance acceptable to
the Administrative Agent together with such other assignments, conveyances,
amendments, agreements and other writings, including, without limitation, UCC-1
financing statements (each duly authorized and executed, as applicable) and
control agreements as the Administrative Agent shall deem necessary or
appropriate to grant, evidence and perfect Liens in the Partnership Interests
and certain other personal property of the Borrower or such Restricted
Subsidiary, as the case may be, subject only to Permitted Encumbrances and other
Liens permitted under Section 7.02.  

       

      1.9 Title Data.  Section 6.10 of
the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:

       

      Section 6.10.                                Title
Data.  The Borrower will, and will cause each Guarantor to,
deliver to the Administrative Agent such opinions of counsel (including, if so
requested, title opinions, addressed to the Administrative Agent) and other
evidence of title as the Administrative Agent shall deem necessary or
appropriate to verify (i) the title of the Credit Parties to not less than
 eighty percent (80%) of the Engineered Value of the Mortgaged Properties
of the Borrower and the Guarantors taken as a whole and (ii) the validity,
perfection and priority of the Liens created by such Mortgages and such other
matters regarding such Mortgages as Administrative Agent shall reasonably
request.  

       

      1.10 Indebtedness.  Clause
(e) of Section 7.01 of
the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:

       

       (e)           Indebtedness
of the Borrower and the Restricted Subsidiaries incurred to finance the
acquisition, construction or improvement of any fixed or capital assets
(including office equipment, data processing equipment and motor vehicles),
including Capital Lease Obligations and any Indebtedness assumed in connection
with the acquisition of any such assets or secured by a Lien on any such assets
prior to the acquisition thereof, and extensions, renewals and replacements of
any such Indebtedness that do not increase the outstanding principal amount
thereof; provided that (i)
such Indebtedness is incurred prior to or within 90 days after such acquisition
or the completion of such construction or improvement and (ii) the aggregate
principal amount of Indebtedness permitted by this clause (e) together with the
aggregate principal amount of Indebtedness permitted by clause (j) of this
Section 7.01 shall not exceed $15,000,000 at any time outstanding;

       

      1.11 Indebtedness.  Clause
(i) of Section 7.01 of
the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:

       

       

       (i)           Unsecured
Indebtedness of the Borrower evidenced by unsecured senior notes or unsecured
senior subordinated notes containing terms and conditions (including, if
applicable, subordination provisions) acceptable to the Administrative Agent and
the Required Lenders in their sole discretion and in an aggregate principal
amount not to exceed $350,000,000 (“Senior Notes”; it
being understood that the terms and conditions of the unsecured senior notes
issued pursuant to that certain Indenture dated February 8, 2008 among the
Borrower, as issuer and The Bank of New York, as trustee are acceptable to the
Administrative Agent and the Required Lenders);

       

      1.12 Indebtedness.  Clause
(j) of Section 7.01 of
the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:

       

        (j)           Other
unsecured Indebtedness of the Credit Parties; provided that the
aggregate principal amount of Indebtedness permitted by this clause (j) together
with the aggregate principal amount of Indebtedness permitted by clause (e) of
this Section 7.01 shall not exceed $15,000,000 at any time outstanding;
and

       

      1.13 Indebtedness.  Clause
(k) of Section 7.01 of
the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:

       

      (k)           Other
unsecured Indebtedness of the Sponsored Partnership: provided the
aggregate principal amount of such Indebtedness shall not exceed $1,000,000 at
any time outstanding.

       

      1.14 Fundamental
Changes.  Section 7.03 of the
Credit Agreement shall be and it hereby is amended by deleting the phrase “in
accordance with Section 2.10(b)” from clause (a)(vii)(3) and substituting in
lieu thereof the phrase “in accordance with Section 2.11(b)”.

       

      1.15 Investments, Loans, Advances,
Guarantees and Acquisitions.  Clause (b) of Section 7.04 of
the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:

       

       (b)           investments
by the Borrower in the Equity Interests of any Restricted Subsidiary or
Sponsored Partnership; provided that with
respect to investments made by the Borrower to purchase outstanding Equity
Interests of any Sponsored Partnership, (i) immediately after giving effect to
such investment, the aggregate amount of investments made by the Borrower to
purchase outstanding Equity Interests of any Sponsored Partnership with the
proceeds of Loans since the Third Amendment Effective Date shall not exceed
$150,000,000, (ii) at the time such purchase is made, no Default shall have
occurred and be continuing or would be caused by such purchase and (iii) both
before and after giving effect to such purchase, Aggregate Revolving Commitment
Usage is less than eighty percent (80%);

       

      1.16 Investments, Loans, Advances,
Guarantees and Acquisitions.  Clause (j) of Section 7.04 of
the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:

       

      (j)           other
investments by the Borrower and the Restricted Subsidiaries; provided that, (1) on
the date any such investment is made, the amount of such investment, together
with all other investments made pursuant to this clause (j) of Section 7.04 (in
each case determined based on the cost of such investment), since the Effective
Date does not exceed in the aggregate, $10,000,000, and (2) both before and
after giving effect to such investment, Aggregate Revolving Commitment Usage is
less than ninety percent (90%);

       

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

       

      Section
7.05                                Swap
Agreements.  The Borrower will not, nor will the Borrower
permit any of its Restricted Subsidiaries or any Sponsored Partnership to, enter
into any Swap Agreement, except Swap Agreements entered into in the ordinary
course of business and not for speculative purposes to (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 such
Swap Agreements (at the time each transaction under such Swap Agreement is
entered into) would not cause the aggregate notional amount per month for each
of Crude Oil and Natural Gas, calculated separately, under all Swap Agreements
then in effect (other than any such transaction that is a hedge 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 pay the
financing for such premium or other purchase price) to exceed eighty (80%) of
the “forecasted production from proved producing reserves” (as defined below) of
the Borrower and the Restricted Subsidiaries (including the Attributed
Interests) for any month during the forthcoming four year period; and (b)
effectively cap, collar or exchange interest rates (from fixed to floating
rates, from one floating rate to another floating rate or otherwise) with
respect to any interest-bearing liability or investment of any Credit
Party.  As used in this Section 7.05, “forecasted production from
proved producing reserves” means the forecasted production of Crude Oil and
Natural Gas as reflected in the most recent Reserve Report delivered to the
Administrative Agent pursuant to Section 6.01, after giving effect to any pro
forma adjustments for the consummation of any acquisitions or dispositions since
the effective date of such Reserve Report. Each Credit Party and each Lender
agrees and acknowledges that (i) the Existing Swap Agreements are Swap
Agreements permitted under this Section 7.05, (ii) as of the Effective Date, the
counterparty to such Swap Agreements is a Lender Counterparty, and (iii) the
obligations of the Borrower under such Swap Agreements are included in the
defined term “Obligations” and such obligations are entitled to the benefits of,
and are secured by the Liens granted under, the Security Instruments. Once the
Borrower or any Restricted Subsidiaries enter into a Swap Agreement, the terms
and conditions of such Swap Agreement may not be amended or modified, nor may
such Swap Agreement be cancelled without the prior written consent of Required
Lenders.

       

      1.18 Restricted
Payments.  Section 7.06 of
the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:

       

      Section
7.06                                Restricted
Payments.  The Borrower will not, nor will it permit any of its
Restricted Subsidiaries to, declare or make, or agree to pay or make, directly
or indirectly, any Restricted Payment, except that (a) the Borrower may declare
and pay dividends with respect to its Equity Interests payable solely in
additional shares of its common stock, (b) the Borrower may make Restricted
Payments pursuant to and in accordance with stock option plans or other benefit
plans for management or employees of the Borrower and its Restricted
Subsidiaries in an aggregate amount not to exceed $5,000,000 in any fiscal year,
(c) any Restricted Subsidiary may make Restricted Payments to the Borrower or
any Guarantor, and (d) so long as no Default shall have occurred and be
continuing or would result from the making of such Restricted Payment and both
before and after giving effect to such Restricted Payment, Aggregate Revolving
Commitment Usage is less than eighty percent (80%), (i) the Borrower may declare
and pay dividends with respect to its Equity Interests during any fiscal year of
the Borrower in an aggregate amount not to exceed 50% of its Consolidated Net
Income accrued during the period from the beginning of such fiscal year to the
date such dividend is declared and (ii) the Borrower may repurchase its Equity
Interests.

       

      1.19 Financial
Covenants.  Section 7.11 of
the Credit Agreement shall be and it hereby is amended and restated in its
entirety to read as follows:

       

      Section
7.11                                Financial
Covenants.

       

       (a)           The
Borrower will not permit the Consolidated Current Ratio as of the end of any
fiscal quarter ending on or after December 31, 2005, to be less than 1.00 to
1.00.

       

       (b)           The
Borrower will not permit the ratio, determined as of the end of any fiscal
quarter ending on or after December 31, 2005, of (i) Consolidated Funded
Indebtedness as of the end of such fiscal quarter, to (ii) Consolidated EBITDAX
for the trailing four fiscal quarter period ending on the last day of such
fiscal quarter to be greater than 3.75 to 1.00.

       

      1.20 Events of
Default.  Clause (d) of Article IX of the
Credit Agreement shall be and it hereby is amended and restated in its entirety
to read as follows:

       

       

      (d)           the
Borrower or any Restricted Subsidiary shall fail to observe or perform any
covenant, condition or agreement contained in Section 6.02, Section 6.03 (with
respect to the Borrower, any Restricted Subsidiary’s or any Sponsored
Partnership’s existence), Section 6.05 (with respect to insurance), Section
6.08, or in Article VII;

       

      1.21 Events of
Default.  Clause (k) of Article IX of the
Credit Agreement shall be and it hereby is amended and restated in its entirety
to read as follows:

       

      (k)           one
or more judgments for the payment of money in an aggregate amount in excess of
$15,000,000 shall be rendered against the Borrower, any Restricted Subsidiary or
any Sponsored Partnership or any combination thereof and either the same shall
remain undischarged or unsatisfied for a period of 30 consecutive days
during which execution shall not be effectively stayed, or any action shall be
legally taken by a judgment creditor to attach or levy upon any assets of the
Borrower or any Restricted Subsidiary or any Sponsored Partnership to enforce
any such judgment;

       

      1.22 Notices.  Subclauses
(i) and (ii) of Section 11.01(a) of
the Credit Agreement shall be and they hereby are amended and restated in their
respective entireties to read as follows:

       

      (i) if
to the Borrower, to Petroleum Development Corporation, 120 Genesis Boulevard,
Bridgeport, West Virginia 26330, Attention:  Chief Financial Officer,
Telecopy No. (304) 842-0913;

       

      (ii)           if
to the Administrative Agent or Issuing Bank, to JPMorgan Chase Bank, N.A., Mail
Code IL1-0010, 10 South Dearborn, Chicago, Illinois, 60603-2003, Telecopy No.:
(312) 385-7098, Attention: Mi Kim, 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;

       

      1.23 Amendments to
Exhibits.  The Credit Agreement shall be and it hereby is
amended by adding a new Exhibit F immediately
following Exhibit
E in the form attached hereto as Exhibit
F.

       

      1.24 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.

       

      1.25 Amendment to
Schedules.  The Credit Agreement shall be and it hereby is
amended by deleting Schedule 6.09 in its
entirety.

       

      1.26 Redetermined Borrowing
Base.  This Amendment shall constitute notice of the
Redetermination of the Borrowing Base and the Monthly Reduction pursuant to
Section 3.05 of
the Credit Agreement, and the Administrative Agent, the Lenders and the Borrower
hereby acknowledge that effective as of May 27, 2008, the Borrowing Base is
$300,000,000, the Monthly Reduction is $0.00 and notwithstanding anything to the
contrary contained in the Credit Agreement as in effect prior to the Third
Amendment Effective Date, the Aggregate Revolving Commitment is
$234,100,000.

       

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

       

      2.1 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.

       

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

       

      2.3 Fees.  The Borrower,
the Administrative Agent and J.P. Morgan Securities, Inc., as a Joint Lead
Arranger and the Sole Bookrunner (“JPMorgan”), shall
have executed and delivered a fee letter in connection with this Amendment
evidencing the fees payable in the amounts and at the times separately agreed
upon among the Borrower, the Administrative Agent and JPMorgan and the
Administrative Agent and JPMorgan shall have received the fees payable under
such fee letter at the time this Amendment becomes effective.

       

      2.4 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.

       

      2.5 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
3. 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:

       

      3.1 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 Third 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).

       

      3.2 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.

       

      3.3 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
4. Miscellaneous.

       

      4.1 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.

       

      4.2 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.

       

      4.3 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.

       

      4.4 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 (or at least
the required percentage thereof), 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.

       

      4.5 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.

       

      4.6 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.

       

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

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      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/
Peter
Schreck                                                         

          Name:     Peter
Schreck

          Title:      
VP Finance-Treasurer

      


      


       

      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


      
        
          
            Third
Amendment to

            Amended
and Restated Credit Agreement

            65180714

            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


      
        
          
            Third
Amendment to

            Amended
and Restated Credit Agreement

            65180714

            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:    Richard
Hawthorne

      Title:      Director


      
        
          
            Third
Amendment to

            Amended
and Restated Credit Agreement

            65180714

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      WACHOVIA BANK, N.A., as a
Lender

      


      


      By:      /s/
Paul
Pritchett                                                                  

      Paul
Pritchett

      Vice President

       


      
        
          
            Third
Amendment to

            Amended
and Restated Credit Agreement

            65180714

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      GUARANTY BANK, FSB, as a
Lender

      


      


      By:       /s/ W.
David McCarver
IV                                                        

      Name:      W.
David McCarver
IV                                                              

      Title:     Vice
President                                                                           

      



      
        
          
            Third
Amendment to

            Amended
and Restated Credit Agreement

            65180714

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      BANK OF OKLAHOMA, as a
Lender

      


      


      By:                
/s/
Wes Webb                                                        

      Name:    Wes
Webb                                                                         

      Title:              SVP                                                             

      



      
        
          
            Third
Amendment to

            Amended
and Restated Credit Agreement

            65180714

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

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

      


      


      By:             /s/
Vaughn
Buck                                                         

          Name:        Vaughn
Buck                                                                   

          Title:          Director

       

      By:             /s/ David
O'Driscoll

          Name:        David O'Driscoll

          Title:          Assistant
Vice President

                                                                       


      
        
          
            Third
Amendment to

            Amended
and Restated Credit Agreement

            65180714

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      ROYAL BANK OF CANADA, as a
Lender

      


      


      By:                   /s/
Don J.
McKinnerney                                                     

      Name:     Don J.
McKinnerney                                                                           

      Title:     
Authorized
Signature                                                                           


      
        
          
            Third
Amendment to

            Amended
and Restated Credit Agreement

            65180714

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


      


       

      THE ROYAL BANK OF SCOTLAND plc,
as a Lender

      


      


      By:        /s/ Stuart
Gibson                                                           

      Name:      Stuart
Gibson                       

      Title:                    Senior
Vice
President                                                       


      
        
          
            Third
Amendment to

            Amended
and Restated Credit Agreement

            65180714

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      EXHIBIT
F

      


      FORM OF
LENDER CERTIFICATE

       

      


       

      


       

      ________,
200___

       

      


       

      To:           JPMORGAN
CHASE BANK, N.A.,

       

      as Administrative Agent

       

      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”).  Unless otherwise defined herein, capitalized
terms used herein have the meaning specified in the Credit
Agreement.

       

      [Language for Existing
Lender]

       

      [           Please
be advised that the undersigned has agreed to increase its Revolving Commitment
under the Credit Agreement effective __________, 200__ from $________________ to
$____________ and (b) that it shall continue to be a Lender in all respect to
the Credit Agreement and the other Loan Documents.]

       

      [Language for New
Lender]

       

      [           Please
be advised that the undersigned has agreed (a) to become a Lender under the
Credit Agreement effective __________, 200__ with a Commitment of $____________
and (b) that it shall be deemed to be a Lender in all respect to the Credit
Agreement and the other Loan Documents.]

       

      Very
truly yours,

      


      


      


      By:                                                                         

      Name:

      Title:


      
        
          
            Third
Amendment to

            Amended
and Restated Credit Agreement

            65180714

            Annex
1

          

           


        

        
           


          
            

          

        

        
           


        

      


      Accepted
and Agreed:

      


      JPMORGAN
CHASE BANK, N.A.

      (successor
by merger to Bank One, N.A. (Illinois)),

       

      as
Administrative Agent

       

      


       

      


       

      By:                                                                

       

      Name:

       

      Title:

       

      Accepted
and Agreed:

       

      


       

      PETROLEUM
DEVELOPMENT CORPORATION

       

      


       

      


       

      By:                                                                

       

      Name:

       

      Title:

       


      
        
          
            Third
Amendment to

            Amended
and Restated Credit Agreement

            65180714

            Annex
1

          

           


        

        
           


          
            

          

        

        
           


        

      


      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 19

                Chicago,
      Illinois 60603-2003

                Attention:
      Medy R. Hernandez

                Telephone:
      (312) 385-7037

                Facsimile:
      (312) 385-7108

                medy.hernandez@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

              	
                20.0000000%

              	
                $46,820,000.00

              	
                80,000,000.00

              	 
      
	
                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

              	
                20.0000000%

              	
                $46,820,000.00

              	
                80,000,000.00

              	 
      
	
                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

              	
                14.5454545%

              	
                $34,050,909.09

              	
                58,181,818.18

              	 
      
	
                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

              	
                12.7272727%

              	
                $29,794,545.45

              	
                $50,909,090.91

              	 
      
	
                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

              	
                9.0909091%

              	
                $21,281,818.18

              	
                $36,363,636.36

              	 
      
	
                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

              	
                9.0909091%

              	
                $21,281,818.18

              	
                $36,363,636.36

              	 
      
	
                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

              	
                9.0909091%

              	
                $21,281,818.18

              	
                $36,363,636.36

              	 
      
	
                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

              	
                5.4545455%

              	
                $12,769,090.91

              	
                $21,818,181.82

              	 
      
	
                TOTAL

              	 
      	
                100.00000%

              	
                $234,100,000.00

              	
                $400,000,000.00

              	 
      


      

      


       

      


       

      

        

      

       

        1As of the
Third 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.

      


      
        
          
            


             

            Third
Amendment to

             

            Amended
and Restated Credit Agreement

             

            65180714.7                                                                                  
Schedule
2.01