exhibit10.htm


    
EXECUTION
VERSION

     

    
 

    SIXTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

     

    SIXTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
entered into as of May 22, 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”);

     

    WHEREAS, the Borrower and the
Guarantors have requested that the Administrative Agent and the Lenders amend
the Credit Agreement (a) to extend the Maturity Date, (b) to permit the Borrower
to incur additional unsecured Indebtedness, and (c) for certain other purposes
as provided herein; and

     

    WHEREAS, the Administrative
Agent and the Lenders 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 4 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:

     

    “Allocated
Partnership Volumes”
means, with respect to each Sponsored Partnership at any time, the volumes of
Crude Oil and Natural Gas under any Swap Agreement then in effect allocated by
Borrower to the Other Attributed Interests.

     

    “Co-Documentation
Agent” mean, so long as each such Person is a Lender, each Person
identified as such on Schedule
2.01.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Indenture” means that
certain Indenture dated as of February 8, 2008, by and between the Borrower, as
issuer and The Bank of New York, as trustee, as amended and supplemented by the
First Supplemental Indenture, dated as of February 8, 2008.

     

    “Limited Partnership
Interests” means any Equity Interests owned by any Person (other than any
Credit Party) in any Sponsored Partnership.

     

    “Other Attributed
Interests” means any Oil and Gas Interests indirectly owned by any Person
(other than any Credit Party) through the ownership of Limited Partnership
Interests and attributed to such Person in proportion to such Person’s ownership
of such Limited Partnership Interests.

     

    “Permitted
Refinancing” means any Senior Notes incurred or issued in exchange for,
or the Net Cash Proceeds of which are used to extend, refinance, renew, replace,
defease or refund, existing Senior Notes, in whole or in part, from time to
time, but only to the extent the principal amount of such new Senior Notes (or
if such new Senior Notes are issued at a discount, the initial issuance price of
such new Senior Notes) does not, together with the principal amount outstanding
of all other Senior Notes, exceed the amount permitted under Section 7.01(i)
(plus the amount of any premiums paid and fees and expenses incurred in
connection therewith).

     

    “Sixth Amendment Effective
Date” means May 22, 2009.

     

    1.2 Amended
Definitions.  The following definitions in Section 1.01 of
the Credit Agreement shall be and they hereby are amended in their respective
entireties to read as follows:

     

    “Aggregate Revolving
Commitment” means, as of the Sixth Amendment Effective Date, $350,000,000
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.

     

    “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:

     

    
      
        
        

      

      
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                Borrowing Base Usage:

              	
                ABR

                Spread

              	
                Eurodollar

                Spread

              	
                Unused Commitment Fee
  Rate

              
	
                Equal
      to or greater than 90%

              	
                2.375%

              	
                3.250%

              	
                0.500%

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

              	
                2.125%

              	
                3.000%

              	
                0.500%

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

              	
                1.875%

              	
                2.750%

              	
                0.500%

              
	
                Equal
      to or greater than 25% and less than 50%

              	
                1.625%

              	
                2.500%

              	
                0.500%

              
	
                Less
      than 25%

              	
                1.375%

              	
                2.250%

              	
                0.500%

              


      

    

    


    Each
change in the Applicable Rate shall apply during the period commencing on the
effective date of such change and ending on the date immediately preceding the
effective date of the next change.

     

    “Lenders” means the
Persons listed on Schedule 2.01 and any other Person that shall have become
a party hereto pursuant to an Assignment and Assumption or a Lender Certificate,
other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Assumption.

     

    “Maturity Date” means
May 22, 2012.

     

    “Maximum Facility
Amount” means $500,000,000.

     

    “Net Cash Proceeds”
means, (i) with respect to the sale of Borrowing Base Properties (including
Attributed Interests) 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.

     

    “Redetermination Date”
means each date on which the Borrowing Base is redetermined pursuant to the
terms hereof, which shall be (a) with respect to any Scheduled Redetermination,
on or about May 15 and November 15 of each year, commencing
November 15, 2005, (b) with respect to any Special Redetermination
requested by the Borrower pursuant to Section 3.03, the first day of the first
month which is not less than twenty (20) Business Days following the date of a
request by the Borrower for a Special Redetermination and (c) with respect to
any Special Redetermination requested by the Required Lenders, the date notice
of such Redetermination is delivered to the Borrower pursuant to Section
3.05.

     

     

    
      
        
        

      

      
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    “Senior Notes” means
(a) the 12% Senior Notes due 2018, issued pursuant to the Indenture, and (b)
senior unsecured subordinated notes and senior unsecured notes issued after the
Sixth Amendment Effective Date; provided that (i) the terms of such notes do not
provide for any scheduled repayment, mandatory redemption or payment of a
sinking fund obligation prior to the date that is six months after the Maturity
Date, (ii) the covenant, default and remedy provisions of such notes are
substantially the same as those set forth in the Indenture as in effect on the
Sixth Amendment Effective Date, (iii) the mandatory prepayment, repurchase and
redemption provisions of such notes are substantially the same as those set
forth in the Indenture as in effect on the Sixth Amendment Effective Date, and
(iv) the non-default interest rate on the outstanding principal balance of such
notes does not exceed the prevailing market rate then in effect for similarly
situated credits at the time such notes are issued.

     

    “Unrestricted
Subsidiary” means (a) any Subsidiary that at the time of determination
shall be designated an Unrestricted Subsidiary by the  Board of
Directors of the Borrower in the manner provided below and (b) any Subsidiary of
an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate
any Subsidiary (including any newly acquired or newly formed Subsidiary) to be
an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries (i)
is a Material Domestic Subsidiary owning Oil and Gas Interests included in the
Borrowing Base Properties or (ii) guarantees any indebtedness, liabilities, or
other obligations under any now existing or hereafter outstanding Senior
Notes.

     

    1.3 Mandatory Prepayment of
Loan.  Section 2.11 of the
Credit Agreement shall be and it hereby is amended by (a) deleting the last
sentence of clause (b) thereof in its entirety and (b) adding new clauses (c),
(d) and (e) to read as follows:

     

    (c)           In
the event any Borrowing Base Deficiency occurs as a result of a reduction in the
Borrowing Base pursuant to Section 3.07, the Borrower shall prepay the Loans
with the Net Cash Proceeds received as a result of the issuance of such Senior
Notes immediately upon receipt of such Net Cash Proceeds to the extent necessary
to eliminate such Borrowing Base Deficiency after giving to such reduction in
the Borrowing Base pursuant to Section 3.07.

     

    (d)           Notwithstanding
anything to the contrary contained in clauses (a), (b) and (c) of this Section
2.11, in the event the Aggregate Revolving Credit Exposure exceeds (i) the
Maximum Facility Amount or (ii) the Aggregate Revolving Commitment at any time
other than, with respect to this clause (ii), as a result of the occurrence of a
Borrowing Base Deficiency to which neither Section 2.11(b) nor Section 2.11(c)
apply, the Borrowers shall immediately prepay, subject to any funding
indemnification amounts required by Section 2.16, the principal amount of the
Loans to the extent necessary to eliminate such excess.

     

     

    
      
        
        

      

      
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    (e)           Amounts applied to the prepayment of
Borrowings pursuant to this Section shall be first applied ratably to ABR
Borrowings then outstanding and, upon payment in full of all outstanding ABR
Borrowings, second, to Eurodollar Borrowings then outstanding, and if more than
one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing
beginning with the Eurodollar Borrowing with the least number of days remaining
in the Interest Period applicable thereto and ending with the Eurodollar
Borrowing with the most number of days remaining in the Interest Period
applicable thereto. Any prepayments pursuant to this Section shall be
accompanied by accrued interest to the extent required by Section 2.13 and any
funding indemnification amounts required by Section 2.16.

     

    1.4 Additional Reductions in Borrowing
Base.  Section 3.07 of the
Credit Agreement shall be and it hereby is amended and restated in its entirety
to read as follows:

     

    Section
3.07.                                Additional Reductions in
Borrowing Base.  Upon the issuance of any Senior Notes by any
Credit Party (other than any Permitted Refinancing to the extent such Senior
Notes are used to extend, refinance, renew, replace, defease or refund existing
Senior Notes), the Borrowing Base then in effect shall automatically be reduced
by $300 for each $1,000 in stated principal amount of such Senior Notes on the
date such Senior Notes are issued.

     

    1.5 Capitalization.  Section 4.13 of the
Credit Agreement shall be and it hereby is amended and restated in its entirety
to read as follows:

     

    Section
4.13.                                Capitalization.  Schedule
4.13 lists as of the Sixth Amendment Effective Date, (a) for the Borrower and
each Restricted Subsidiary, its full legal name and its jurisdiction of
organization, (b) for each Restricted Subsidiary, the number of shares of
capital stock or other Equity Interests outstanding and the owner(s) of such
shares or Equity Interests and (c) with respect to each Sponsored Partnership,
the Partnership Interests owned by each Credit Party in such Sponsored
Partnership.

     

    1.6 Compliance
Certificate.  Section 6.01(c) of the Credit Agreement shall be
and it hereby is amended and restated in its entirety to read as
follows:

     

    (c)  concurrently
with any delivery of financial statements under clause (a) or (b) above, a
certificate in a form reasonably acceptable to Administrative Agent signed by a
Financial Officer of the Borrower (i) certifying as to whether a Default
has occurred and, if a Default has occurred, specifying the details thereof and
any action taken or proposed to be taken with respect thereto, (ii) setting
forth reasonably detailed calculations in a form reasonably acceptable to the
Administrative Agent demonstrating compliance with clauses (x) and (y) of
Section 7.05(a), (iii) setting forth, in a form reasonably acceptable to the
Administrative Agent, the aggregate net amount of all unpaid holdback or
reimbursement obligations of the Sponsored Partnerships to the Credit Parties
with respect to all Allocated Partnership Volumes, taken as a whole, in the
event such aggregate amount exceeds $5,000,000 as of the last day of any fiscal
year of the Borrower with respect to the financial statements delivered under
clause (a) above and as of the last day of any fiscal quarter of the Borrower
with respect to the financial statements delivered under clause (b) above and
(iv)  setting forth reasonably detailed calculations demonstrating
compliance with Section 7.11.

     

     

    
      
        
        

      

      
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    1.7 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)           subject
to any adjustment of the Borrowing Base required under Section 3.07 and any
mandatory prepayment required under Section 2.11(c), unsecured Indebtedness
under the Senior Notes in an aggregate principal amount not exceeding
$450,000,000 and Permitted Refinancings of any such Indebtedness that does not
cause the aggregate principal amount of the Senior Notes to exceed the maximum
principal amount permitted under this clause (i) as of the date such Permitted
Refinancing is consummated;

     

    1.8 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 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 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 Swap Agreements that (i) are basis
differential only swaps for volumes of Natural Gas included under other Swap
Agreements permitted by this 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 pay the financing for such premium or other
purchase price, or (iii) for purposes of determining compliance with clause (y)
below, are volumes of Crude Oil and Natural Gas included in Allocated
Partnership Volumes) 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 four year period;
and

     

     

    
      
        
        

      

      
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    (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 each 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 (x) any pro forma adjustments for the consummation of any
acquisitions or dispositions since the effective date of such Reserve Report and
(y) any adjustments for changes in the forecasted production from proved
producing reserves of Crude Oil and Natural Gas since delivery by the Borrower
of the most recent Reserve Report based on the actual production of Crude Oil
and Natural Gas set forth in any reports delivered to the Administrative Agent
pursuant to Section 6.01(d) for the period specified therein and as calculated
in accordance with Exhibit
G attached hereto;
provided that, in the case of clause (y) above, if such adjustments reflect an
increase in the forecasted production from proved producing reserves of either
Crude Oil or Natural Gas of more than fifteen percent (15%) of the forecasted
production from proved producing reserves of Crude Oil or Natural Gas, as
applicable, for the forthcoming five year period as reflected in the most
recently delivered Reserve Report, then the Administrative Agent may, or at the
direction of the Required Lenders shall, request and the Borrower shall deliver
to the Administrative Agent and the Lenders within thirty (30) days after such
request, an engineering analysis, on a month by month basis as to Crude Oil and
Natural Gas separately, of the proved producing component of all New Production
for the forthcoming five year period prepared by a petroleum engineer employed
by the Borrower that confirms such increase in such forecasted production from
such New Production and that is otherwise reasonably acceptable to the
Administrative Agent. 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 Credit Parties 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.  In the event any Credit Party enters
into a Swap Agreement, the terms and conditions of such Swap Agreement may not
be amended or modified, nor may any Credit Party sell, assign, monetize,
transfer, cancel or otherwise dispose of any of its rights and interests in any
such Swap Agreement without the prior written consent of the Required Lenders (it being
understood that any Lender Counterparty may sell, assign, transfer, novate, or
otherwise dispose of its rights and interests in any Swap Agreement to any
Approved Counterparty at any time).

     

    
 

    
      
        
        

      

      
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    1.9 Restrictive
Agreements.  Section 7.08 of the
Credit Agreement shall be and it hereby is amended in its entirety to read as
follows:

     

    Section
7.08.                                Restrictive
Agreements.  The Borrower will not, nor will it permit any of
its Restricted Subsidiaries to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon (a) the ability of the Borrower or any Restricted
Subsidiary to create, incur or permit to exist any Lien upon any of its property
or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or
other distributions with respect to any of its Equity Interests or to make or
repay loans or advances to the Borrower or any Restricted Subsidiary or to
Guarantee Indebtedness of the Borrower or any Restricted Subsidiary; provided that (i) the
foregoing shall not apply to restrictions and conditions imposed by law or by
this Agreement or the Indenture (or any documents evidencing or relating to the
issuance of any permitted Senior Notes or any Permitted Refinancing), (ii) the
foregoing shall not apply to restrictions and conditions existing on the date
hereof identified on Schedule 7.08 (but shall apply to any extension or renewal
of, or any amendment or modification expanding the scope of, any such
restriction or condition), (iii) clause (a) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness, (iv) clause (a)
of the foregoing shall not apply to customary provisions in leases and other
contracts restricting the assignment thereof and (v) the foregoing shall not
apply to the Organizational Documents of the Borrower or any Restricted
Subsidiary as in effect on the Effective Date or any amendment or modification
thereof after the Effective Date that complies with Section 7.10. Neither the
Borrower nor any of  its Restricted Subsidiaries will permit any
Sponsored Partnership to, directly or indirectly, enter into, incur or permit to
exist any agreement or other arrangement that prohibits, restricts or imposes
any condition upon the ability of any Sponsored Partnership to (x) create, incur
or permit to exist any Lien upon any of its Oil and Gas Interests, (y) pay
dividends or other distributions with respect to any of its Equity Interests or
(z) to make or repay loans or advances to the Borrower or any Restricted
Subsidiary; provided that the
foregoing shall not apply to the Organizational Documents of any existing
Sponsored Partnership as in effect on the Effective Date or any Sponsored
Partnership formed after the date hereof if the Organizational Documents of such
Sponsored Partnership are substantially the same as the Organizational Documents
of the Sponsored Partnerships existing on the Effective Date or any amendment or
modification thereof after the Effective Date that complies with Section
7.10.

     

    
      
        
        

      

      
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    1.10 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)           Consolidated Current
Ratio.  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)           Leverage
Ratio.

     

    (i)           The
Borrower will not permit the ratio, determined as of the end of each fiscal
quarter ending on or after March 31, 2009 and on or before December 31, 2010, 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 4.25 to
1.00.

     

    (ii)           The
Borrower will not permit the ratio, determined as of the end of the fiscal
quarters ending March 31, 2011 and June 30, 2011, 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 4.00 to 1.00.

     

    (iii)           The
Borrower will not permit the ratio, determined as of the end of each fiscal
quarter ending on or after September 30, 2011, 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.

     

    1.11 Senior Notes
Restrictions.  Article VII of the
Credit Agreement shall be and it hereby is amended by adding a new Section 7.13 to read
as follows:

     

    Section
7.13.  Senior Notes
Restrictions.  The Borrower will not, nor will it permit any
Restricted Subsidiary to, (a) except for regularly scheduled payments of
interest required under the Senior Notes, directly or indirectly, retire,
redeem, defease, repurchase or prepay prior to the scheduled due date thereof
any part of the principal of, or interest on, the Senior Notes (or any Permitted
Refinancing thereof); provided that so long as no Default has occurred and is
continuing, the Borrower may retire, redeem, defease, repurchase or prepay the
Senior Notes with the proceeds of any Permitted Refinancing permitted pursuant
to Section 7.01(i).

     

     

    
      
        
        

      

      
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    1.12 Agents.  The last sentence of the third paragraph of Article X shall be and it
hereby is amended and restated in its entirety to read as
follows:

     

     No
Person identified as a Syndication Agent or Co-Documentation Agent on Schedule
2.01 or as a Joint Lead Arranger, in each case in its respective capacity as
such, shall have any responsibilities or duties, or incur any liability, under
this Agreement or the other Loan Documents.

     

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

     

    (b)           Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Credit Parties and the Required Lenders or by the Credit Parties and the
Administrative Agent with the consent of the Required Lenders; provided that no such
agreement shall (1) increase the Borrowing Base without the written consent of
each Lender, (2) increase the Applicable Percentage or Revolving Commitment of
any Lender without the written consent of such Lender, (3) increase the Maximum
Facility Amount without the written consent of each Lender, (4) reduce the
principal amount of any Loan or LC Disbursement or reduce the rate of interest
thereon, or reduce any fees payable hereunder, without the written consent of
each Lender affected thereby, (5) postpone the scheduled date of payment of the
principal amount of any Loan or LC Disbursement, or any interest thereon, or any
fees payable hereunder, or reduce the amount of, waive or excuse any such
payment, or postpone the scheduled date of expiration of any of the Aggregate
Revolving Commitment, without the written consent of each Lender affected
thereby, (6) change Section 2.18(b) or Section 2.18(c) in a manner that would
alter the pro rata sharing of payments required thereby, without the written
consent of each Lender, (7) release any Credit Party from its obligations under
the Loan Documents or, except in connection with any sales, transfers, leases or
other dispositions permitted in Section 7.03, release any of the Collateral
without the written consent of each Lender, or (8) change any of the provisions
of this Section or the definition of “Required Lenders” or any other provision
hereof specifying the number or percentage of Lenders required to waive, amend
or modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender; provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent or the Issuing Bank hereunder without the prior written
consent of the Administrative Agent or the Issuing Bank, as the case may
be.  Notwithstanding anything to the contrary herein and so long as
any Lender is a Defaulting Lender, such Defaulting Lender shall not have any
right to approve or disapprove any amendment, waiver or consent hereunder; provided that (x) the
Commitment of such Defaulting Lender may not be increased or extended without
the consent of such Defaulting Lender and (y) any waiver, amendment or
modification requiring the consent of all Lenders (other than clauses (1) and
(3) set forth above) or each affected Lender which affects such Defaulting
Lender differently than other affected Lenders shall require the consent of such
Defaulting Lender.

     

     

    
      
        
        

      

      
        Page
10

        
          

        

      

      
        
        

      

    

     

    1.14 Amendment to
Exhibits.  The Credit Agreement shall be and it hereby is
amended by renaming the Exhibit entitled “Exhibit F – Calculation of Forecasted
Production” as “Exhibit G – Calculation of Forecasted Production”.

     

    1.15 Amendment to
Schedules.  Schedule 2.01 and
Schedule 4.13
to the Credit Agreement shall be and they hereby are amended in their respective
entireties and replaced with Schedule 2.01 and
Schedule 4.13
attached hereto.

     

    SECTION
2. 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 the Sixth Amendment Effective Date, the
Borrowing Base is $350,000,000 and the Monthly Reduction is $0.00.

     

    SECTION
3. Reallocation of Revolving Commitments
and Loans.  The Lenders have agreed among themselves to
reallocate their respective Revolving Commitments and Administrative Agent and
the Borrower hereby consent to such reallocation.  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.  Any reallocation 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 Lenders had executed an Assignment and Assumption
with respect to such reallocation.  To the extent requested by any
Lender 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
3.

     

    SECTION
4. Conditions.  The
amendments to the Credit Agreement contained in Section 1 of this
Amendment, the redetermination of the Borrowing Base set forth in Section 2 of this
Amendment, and the reallocation of the Revolving Commitments set forth in Section 3 of this
Amendment shall each be effective upon the satisfaction of each of the
conditions set forth in this Section
4.

     

    4.1 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.

     

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

     

     

    
      
        
        

      

      
        Page
11

        
          

        

      

      
        
        

      

    

     

    4.3 Fees.  The Borrower,
the Administrative Agent and J.P. Morgan Securities, Inc., as a Joint Lead
Arranger and the Sole Bookrunner (“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.

     

    4.4 Authorization and Good
Standing.  The Administrative Agent shall have received such
documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing of
each Credit Party, the authorization of this Amendment and any other legal
matters relating to the Credit Parties or this Amendment, all in form and
substance reasonably satisfactory to the Administrative Agent and its
counsel.

     

    4.5 Mortgages and
Title.  The Administrative Agent shall have received Mortgages
and title information, in each case, reasonably satisfactory to the
Administrative Agent with respect to the Borrowing Base Properties, or the
portion thereof, as required by Section 6.09 and 6.10 of the Credit
Agreement.

     

    4.6 Borrowing Base
Deficiency.  To the extent any Borrowing Base Deficiency would
occur as a result of the Redetermination of the Borrowing Base pursuant to
Section 2 hereof, the Borrower shall have prepaid (or substantially
contemporaneous with the effectiveness of this Amendment, shall prepay) the
Borrowings in an amount sufficient to eliminate such Borrowing Base
Deficiency.

     

    4.7 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.

     

    4.8 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
5. 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:

     

    5.1 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).

     

    5.2 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.

     

     

    
      
        
        

      

      
        Page
12

        
          

        

      

      
        
        

      

    

     

    5.3 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.

     

    5.4 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.

     

    5.5 Existing Senior
Notes.  As of the date hereof, the aggregate principal amount
of all outstanding Senior Notes is $203,000,000.

     

    SECTION
6. Miscellaneous.

     

    6.1 Reaffirmation of Loan Documents and
Liens.  Any and all of the terms and provisions of the Credit
Agreement and the Loan Documents shall, except as amended and modified hereby,
remain in full force and effect and are hereby in all respects ratified and
confirmed by each Credit Party.  Each Credit Party hereby agrees that
the amendments and modifications herein contained shall in no manner affect or
impair the liabilities, duties and obligations of any Credit Party under the
Credit Agreement and the other Loan Documents or the Liens securing the payment
and performance thereof.

     

    6.2 Parties in
Interest.  All of the terms and provisions of this Amendment
shall bind and inure to the benefit of the parties hereto and their respective
successors and assigns.

     

    6.3 Legal
Expenses.  Each Credit Party hereby agrees to pay all
reasonable fees and expenses of counsel to the Administrative Agent incurred by
the Administrative Agent in connection with the preparation, negotiation and
execution of this Amendment and all related documents.

     

    6.4 Counterparts.  This
Amendment may be executed in one or more counterparts and by different parties
hereto in separate counterparts each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document.  Delivery of
photocopies of the signature pages to this Amendment by facsimile or electronic
mail shall be effective as delivery of manually executed counterparts of this
Amendment.

     

    6.5 Complete
Agreement.  THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

     

     

    
      
        
        

      

      
        Page
13

        
          

        

      

      
        
        

      

    

    6.6 Headings.  The
headings, captions and arrangements used in this Amendment are, unless specified
otherwise, for convenience only and shall not be deemed to limit, amplify or
modify the terms of this Amendment, nor affect the meaning thereof.

     

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

     

    [Remainder
of Page Intentionally Blank.  Signature Pages Follow.]

     


    
      
        
          


           

          Sixth
Amendment to

          Amended
and Restated Credit Agreement

          65274792.12

        

         


      

      
        Page
14  

        
          

        

      

      
         


      

    


    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/
Dariwn L.
Stump                                                                         

     

    Name:  Darwin
L. Stump

     

    Title:  Treasurer

     

    


     

    UNIOIL

    


     

    By:  /s/
Darwin L.
Stump                                                                         

     

    Name:  Darwin
L. Stump

     

    Title  President

    


     

    PA PDC,
LLC

     

    


    By:  /s/
Darwin L.
Stump                                                                         

    Name:  Darwin
L. Stump

    Title:  Treasurer


    
      
        
          Sixth
Amendment to

          Amended
and Restated Credit Agreement

          65274792

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    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: Jo Linda
Papadakis

    Title: Vice
President


    
      
        
          Sixth
Amendment to

          Amended
and Restated Credit Agreement

          65274792

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    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


    
      
        
          Sixth
Amendment to

          Amended
and Restated Credit Agreement

          65274792

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

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

     

    and as a
Co-Documentation Agent

    


    


    By: /s/
Stephen
J. Hoffman                                                                       

    Name: 
Stephen J. Hoffman

    Title: 
Managing Director


    
      
        
          Sixth
Amendment to

          Amended
and Restated Credit Agreement

          65274792

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    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


    
      
        
          Sixth
Amendment to

          Amended
and Restated Credit Agreement

          65274792

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    BANK OF MONTREAL, as a
Lender

     

    and as a
Co-Documentation Agent

     

    


     

    By: /s/
Gumaro
Tijerina                                                                          

     

    Name:
Gumaro Tijerina 

     

    Title: 
Director

    
      
        
          
            Sixth
Amendment to

            Amended
and Restated Credit Agreement

            65274792

            Signature
Page

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    WACHOVIA BANK, N.A., as a
Lender

    


    


    By:  /s/
Paul
Pritchett                                                                      

    Name: 
Paul Pritchett

    Title: 
Vice President


    
      
        
          Sixth
Amendment to

          Amended
and Restated Credit Agreement

          65274792

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    GUARANTY BANK, FSB, as a
Lender

    


    


    By:  /s/
W. David McCarver
IV                                                                      

    Name: 
W. David McCarver IV

    Title: 
Vice President


    
      
        
          Sixth
Amendment to

          Amended
and Restated Credit Agreement

          65274792

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    THE ROYAL BANK OF SCOTLAND plc,
as a Lender

    


    


    By: 
/s/ Matthew J.
Main                                                                       

    Name: 
Matthew J. Main

    Title: 
Managing Director


    
      
        
          Sixth
Amendment to

          Amended
and Restated Credit Agreement

          65274792

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    BANK OF OKLAHOMA, as a
Lender

    


    


    By: /s/
Wes
Webb                                                                       

    Name: 
Wes Webb

    Title: 
Senior Vice President

    



    
      
        
          Sixth
Amendment to

          Amended
and Restated Credit Agreement

          65274792

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    COMPASS BANK,

     

    as a
Lender

     

    


     

    By:  /s/
Kathleen J.
Bowen                                                                         

     

    Name: 
Kathleen J. Bowen

     

    Title: 
Senior Vice President


    
      
        
          Sixth
Amendment to

          Amended
and Restated Credit Agreement

          65274792

          Signature
Page

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    THE
BANK OF NOVA SCOTIA,

     

    as a
Lender

     

    


     

    By:  /s/
David
G. Mills                                                                        

     

    Name: 
David G. Mills

     

    Title: 
Managing Director


    
      
        
          Sixth
Amendment to

          Amended
and Restated Credit Agreement

          65274792

          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:
      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

                    	
                      10.5714286%

                    	
                      $37,000,000

                    
	
                      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

                    	
                      10.5714286%

                    	
                      $37,000,000

                    
	
                      Bank
      of America, N.A.

                      100
      Federal Street

                      Boston,
      MA  02110

                      Mail
      Stop MA5-100-09-01

                      Attention:
      Stephen J. Hoffman

                      Telephone:
      (617) 434-4874

                      Facsimile:  (617)
      434-3652

                      stephen.j.hoffman@bankofamerica.com

                    	
                      Co-Documentation
      Agent and a Lender

                    	
                      10.5714286%

                    	
                      $37,000,000

                    
	
                      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

                    	
                      10.5714286%

                    	
                      $37,000,000

                    
	 	 	 	 
	
                      1As
      of the Sixth 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.

                    


            

          

          
            

          

        

      

       

      
        
           Schedule
2.01

        

        
          
            

          

        

         

      

      
        
          	
                  Lender

                	
                  Title

                	
                  Applicable
      Percentage

                	
                  Revolving
      Commitment1

                


        

      

      
        
          
            
              	
                      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

                    	
                      10.5714286%

                    	
                      $37,000,000

                    
	
                      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

                    	
                      8.5714286%

                    	
                      $30,000,000

                    
	
                      Guaranty
      Bank, FSB

                      8333
      Douglas Avenue

                      Dallas,
      Texas  75225

                      Attention:
      Charlotte McLain

                      Telephone:
      (214) 360-4883

                      Facsimile:
      (214) 360-1938

                      charlotte.mclain@guarantybank.com

                       

                      with
      a copy to:

                       

                      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

                    	
                      Lender

                    	
                      8.5714286%

                    	
                      $30,000,000

                    


            

          

        

      

      
         

        
          Schedule
2.01  

          
            

          

        

         

      

      
        
          
            	
                    Lender

                  	
                    Title

                  	
                    Applicable
      Percentage

                  	
                    Revolving
      Commitment1

                  


          

        

      

    

    
      
        
          
            	
                    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

                  	
                    8.5714286%

                  	
                    $30,000,000

                  
	
                    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

                  	
                    7.1428571%

                  	
                    $25,000,000

                  
	
                    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

                  	
                    7.1428571%

                  	
                    $25,000,000

                  


          

        

      

      
         

        
          Schedule 2.01  

          
            

          

        

         

      

    

    
      
        
          
            	
                    Lender

                  	
                    Title

                  	
                    Applicable
      Percentage

                  	
                    Revolving
      Commitment1

                  


          

        

      

      
        
          
            	
                    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

                  	
                    7.1428571%

                  	
                    $25,000,000

                  
	
                    TOTAL

                  	 
      	
                    100.0000000%

                  	
                    $350,000,000.00

                  


          

        

      




     


    
      
        
          


          Sixth
Amendment to

          Amended
and Restated Credit Agreement

          65274792

          Schedule
2.01

        

         


      

      
         


        
          

        

      

       

    

    SCHEDULE
4.13

     

    CAPITALIZATION

     

    
      	
              Borrower:

            	
              Petroleum
      Development Corporation (PDC), a Nevada
  corporation

            


    

     

    
      	
              Restricted
      Subsidiaries:

            	
              Riley
      Natural Gas Company, a West Virginia corporation with 500 shares of $1.00
      par value capital stock
      outstanding, owned 100% by PDC

            	
               

            


    

     

    
      	
               
      

            	
              Unioil,
      a Nevada corporation with 1,000 shares of $0.01 per value capital stock
      outstanding, owned100% by PDC.

            


    

     

    
      	
               
      

            	
              PA
      PDC, LLC, a Delaware corporation, 100% of the limited liability company
      interests owned byPetroleum Development
  Corporation.

            


    

     

    PDC
Ownership of Sponsored Partnerships as of September
30, 2007

     

    
      	
              NAME
      OF PARTNERSHIP

            	
              GP

            	
              LP

            	
              TOTAL

            
	
              PENNWEST
      PETROLEUM GROUP 1984 LIMITED PARTNERSHIP

            	
              5.00%

            	
              39.06%

            	
              44.06%

            
	
              PENNWEST
      PETROLEUM GROUP 1985-A LIMITED PARTNERSHIP

            	
              5.00%

            	
              63.84%

            	
              68.84%

            
	
              PETROWEST
      GAS GROUP 1987-B LIMITED PARTNERSHIP

            	
              5.00%

            	
              53.76%

            	
              58.76%

            
	
              PDC
      1989-A LIMITED PARTNERSHIP

            	
              20.00%

            	
              40.33%

            	
              60.33%

            
	
              PDC
      1989-B LIMITED PARTNERSHIP

            	
              20.00%

            	
              34.93%

            	
              54.93%

            
	
              PDC
      1996-D LIMITED PARTNERSHIP

            	
              20.00%

            	
              4.11%

            	
              24.11%

            
	
              PDC
      1997-D LIMITED PARTNERSHIP

            	
              20.00%

            	
              5.43%

            	
              25.43%

            
	
              PDC
      1998-D LIMITED PARTNERSHIP

            	
              20.00%

            	
              4.07%

            	
              24.07%

            
	
              PDC
      1999-D LIMITED PARTNERSHIP

            	
              20.00%

            	
              1.19%

            	
              21.19%

            
	
              PDC
      2000-B LIMITED PARTNERSHIP

            	
              20.00%

            	
              1.05%

            	
              21.05%

            
	
              PDC
      2000-C LIMITED PARTNERSHIP

            	
              20.00%

            	
              1.20%

            	
              21.20%

            
	
              PDC
      2000-D LIMITED PARTNERSHIP

            	
              20.00%

            	
              1.80%

            	
              21.80%

            
	
              PDC
      2001-A LIMITED PARTNERSHIP

            	
              20.00%

            	
              1.58%

            	
              21.58%

            
	
              PDC
      2001-B LIMITED PARTNERSHIP

            	
              20.00%

            	
              1.99%

            	
              21.99%

            
	
              PDC
      2001-C LIMITED PARTNERSHIP

            	
              20.00%

            	
              2.82%

            	
              22.82%

            
	
              PDC
      2001-D LIMITED PARTNERSHIP

            	
              20.00%

            	
              1.02%

            	
              21.02%

            
	
              PDC
      2002-A LIMITED PARTNERSHIP

            	
              20.00%

            	
              1.01%

            	
              21.01%

            
	
              PDC
      2002-B LIMITED PARTNERSHIP

            	
              20.00%

            	
              1.43%

            	
              21.43%

            
	
              PDC
      2002-C LIMITED PARTNERSHIP

            	
              20.00%

            	
              0.85%

            	
              20.85%

            
	
              PDC
      2002-D LIMITED PARTNERSHIP

            	
              20.00%

            	
              1.60%

            	
              21.60%

            
	
              PDC
      2003-A LIMITED PARTNERSHIP

            	
              20.00%

            	
              1.74%

            	
              21.74%

            
	
              PDC
      2003-B LIMITED PARTNERSHIP

            	
              20.00%

            	
              0.54%

            	
              20.54%

            
	
              PDC
      2003-C LIMITED PARTNERSHIP

            	
              20.00%

            	
              1.23%

            	
              21.23%

            
	
              PDC
      2003-D LIMITED PARTNERSHIP

            	
              20.00%

            	
              0.09%

            	
              20.09%

            
	
              PDC
      2004-A LIMITED PARTNERSHIP

            	
              20.00%

            	
              0.32%

            	
              20.32%

            
	
              PDC
      2004-B LIMITED PARTNERSHIP

            	
              20.00%

            	
              0.07%

            	
              20.07%

            
	
              PDC
      2004-C LIMITED PARTNERSHIP

            	
              20.00%

            	
              0.00%

            	
              20.00%

            
	
              PDC
      2004-D LIMITED PARTNERSHIP

            	
              20.00%

            	
              0.11%

            	
              20.11%

            
	
              PDC
      2005-A LIMITED PARTNERSHIP

            	
              20.00%

            	
              0.04%

            	
              20.04%

            
	
              PDC
      2005-B LIMITED PARTNERSHIP

            	
              20.00%

            	
              0.02%

            	
              20.02%

            
	
              ROCKIES
      REGION PRIVATE LIMITED PARTNERSHIP

            	
              30.00%

            	
              0.00%

            	
              30.00%

            
	
              ROCKIES
      REGION 2006 LIMITED PARTNERSHIP

            	
              37.00%

            	
              0.00%

            	
              37.00%

            
	
              ROCKIES
      REGION 2007 LIMITED PARTNERSHIP

            	
              37.00%

            	
              0.00%

            	
              37.00%

            


    

    
      
        Schedule
4.13