exhibit.htm


    
      

    


    


     

    Petroleum
      Development Corporation

     

     

    November
      21, 2007

     

    Petroleum
      Development Corporation

    103
      E.
      Main Street

    P.O.
      Box
      26

    Bridgeport,
      West Virginia 26330

     

    Attention:
      Chief Financial Officer

     

    Re:
      Limited Consent and Waiver, Borrowing Base Increase and Aggregate Revolving
      Commitment Increase

     

    Ladies
      and Gentlemen:

     

    We
      refer
      to the Amended and Restated Credit Agreement dated as of November 4, 2005 (as
      amended, the “Credit Agreement”), to which Petroleum Development
      Corporation, a Nevada corporation, as Borrower, certain Subsidiaries of the
      Borrower, as Guarantors, certain financial institutions as Lenders and JPMorgan
      Chase Bank, N.A. (successor by merger to Bank One, N.A. (Illinois)), as
      Administrative Agent, are parties. Capitalized terms not otherwise defined
      herein shall have the meanings given such terms in the Credit Agreement.
      References herein to any Section or Article shall be to a Section or Article
      of
      the Credit Agreement unless otherwise specifically provided.

     

    Pursuant
      to Section 3.03, Borrower has requested a Special Redetermination of the
      Borrowing Base and has provided certain information to the Administrative Agent
      and the Lenders with respect to such Special Redetermination. Based on such
      information and notwithstanding anything to the contrary in Article III,
      the Lenders hereby designate the redetermined Borrowing Base at $300,000,000
      and
      the redetermined Monthly Reduction at $0 as of the date hereof and such
      redetermined Borrowing Base and redetermined Monthly Reduction shall remain
      in
      effect until the first Redetermination of the Borrowing Base and Monthly
      Reduction after the date hereof. In addition, this letter constitutes written
      notice of such redetermined Borrowing Base and redetermined Monthly Reduction
      pursuant to Section 3.05. Administrative Agent and each Lender hereby
      acknowledges that notwithstanding the Special Redetermination set forth herein,
      Borrower shall be entitled to request one Special Redetermination of the
      Borrowing Base after the date hereof and prior to the next Scheduled
      Redetermination of the Borrowing Base.

     

    Pursuant
      to Section 2.03 of the Credit Agreement, Borrower has elected to increase
      the existing Aggregate Revolving Commitment by $25,000,000 to $300,000,000
      effective as of the date hereof (the “New Commitments”). Each Lender’s
      allocation of the Aggregate Revolving Commitment, based on such Lender’s
      Applicable Percentage, after giving effect to the New Commitments, is set forth
      on Schedule 1 to this letter. Notwithstanding anything to the contrary in
Section 2.03, the New Commitments shall become effective as of the date
      hereof, provided that the Administrative Agent, for the benefit of the Lenders,
      receives an upfront fee in an amount equal to 25 basis points on the amount
      of
      the New Commitments ($62,500) on or before the date
      hereof. Each Lender shall indicate its acceptance of the New Commitments by
      executing this letter in the space provided below.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Petroleum
      Development
      Corporation

    Limited
      Consent and Waiver and
      Borrowing Base and Commitment Increase

    November
      21, 2007

    Page
      2

     

    By
      the
      execution and delivery of this letter, each Lender with respect to this increase
      in the Aggregate Revolving Commitment only, acknowledges the allocations of
      the
      New Commitments and waives the requirement that such increase be effective
      no
      less than 30 Business Days after the date hereof. By its signature below,
      Borrower agrees that, except for the foregoing waiver, nothing herein shall
      be
      construed as a waiver or continuing waiver of the provisions of Section
      2.03 of the Credit Agreement, and nothing contained herein shall obligate
      any Lender to grant any additional or future waiver of Section 2.03 of
      the Credit Agreement, any other provision of the Credit Agreement or any other
      Loan Document.

     

    Section
      6.09, clause (a) requires the Borrower to, and to cause each Guarantor to,
      among other things, execute and deliver to the Administrative Agent, for the
      benefit of the Secured Parties, Mortgages in form and substance acceptable
      to
      the Administrative Agent, together with such other assignments, conveyances,
      amendments, agreements and other writings, 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 the Minimum
      Mortgaged Value. Section 6.10 requires the Borrower to, and to cause each
      Guarantor to, among other things, deliver to Administrative Agent such opinions
      of counsel and other evidence of title as the Administrative Agent shall deem
      necessary or appropriate to verify (i) such Credit Party’s title to not less
      than forty percent (40%) of the Minimum Mortgaged Value and (ii) the validity,
      perfection and priority of the Liens created by the Mortgages.

     

    As
      a
      result of the increase in the Aggregate Revolving Commitment, the Borrower
      is no
      longer in compliance with Section 6.09, clause (a) and Section
      6.10. The Borrower has requested that the Lenders waive the Event of Default
      arising under clause (e) of Article IX as a result of the Borrower’s
      failure to comply with Section 6.09, clause (a) and Section 6.10
      and consent to an extension of the time for compliance with Section 6.09,
      clause (a) and Section 6.10 to the earlier of the consummation of a
      Capital Markets Event and December 31, 2007. The Lenders (or at least the
      required percentage thereof) are willing to waive the Event of Default arising
      under clause (e) of Article IX as a result of the Borrower’s failure to
      comply with Section 6.09, clause (a) and Section 6.10 and to
      consent to an extension of the time for compliance with Section 6.09, clause
      (a) and Section 6.10 to the earlier of the consummation of a Capital
      Markets Event and December 31, 2007.

     

    Subject
      to the conditions described herein, the Lenders (or at least the required
      percentage thereof) hereby waive the Event of Default arising under clause
      (e)
      of Article IX as a result of the Borrower’s failure to timely deliver all
      of the Mortgages, assignments, conveyances, amendments, agreements and other
      writings required by Section 6.09, clause (a) and the opinions and other
      information required by Section 6.10; provided that the Borrower
      is in compliance with Section 6.09 and Section 6.10 no later than
      the earlier of the consummation of a Capital Markets Event and December 31,
      2007.

     

    The
      consent and waiver set forth herein is expressly limited as follows: (a) such
      consent and waiver is limited solely to the Borrower’s failure to comply with
Section 6.09, clause (a) and Section 6.10 on a timely basis until
      the earlier of the consummation of a Capital Markets Event and December 31,
      2007; (b) such consent and waiver is a limited one-time consent and waiver,
      and
      nothing contained herein shall obligate any Lender to grant any additional
      or
      future waiver occurring as a result of a violation of Section 6.09, clause
      (a) or Section 6.10, or to grant any additional waiver of any other
      provision of the Credit Agreement or any other Loan Document and (c) nothing
      herein shall be construed as a continuing waiver of the provisions of Section
      6.09, clause (a) or Section 6.10.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Petroleum
      Development
      Corporation

    Limited
      Consent and Waiver and
      Borrowing Base and Commitment Increase

    November
      21, 2007

    Page
      3

     

    By
      its
      signature below, the Borrower acknowledges and agrees that, except for the
      limited consent and waiver set forth in this letter, the Credit Agreement
      remains in full force and effect, and that effective as of the date hereof,
      the
      Aggregate Revolving Commitment and the Borrowing Base shall be
      $300,000,000.

     

    This
      letter may be executed in counterparts with each counterpart constituting an
      original and all of the counterparts, once executed, constituting but one
      original.

     

    If
      the
      foregoing is in accordance with your understanding, please execute a copy of
      this letter in the spaces provided below and return a fully-executed copy to
      the
      attention of the undersigned.

     

     

    
      	
              Very
                truly yours,

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

            
	
              By:

            	
              /s/
                JoLinda Papadakis

            
	
              Name:

            	
              JoLinda
                Papadakis

            
	
              Title:

            	
              Vice
                President

            


    

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              BNP
                PARIBAS, as Syndication Agent and a Lender

            
	
              By:

            	
              /s/
                Betsy Jocher

            
	
              Name:

            	
              Betsy
                Jocher

            
	
              Title:

            	
              Director

            
	 	 
	
              By:

            	
              /s/
                Polly Schott

            
	
              Name:

            	
              Polly
                Schott

            
	
              Title:

            	
              Vice
                President

            
	 


    

     

    


     

    
       

    

     

    


     

     

    Signature
      Page

     

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    


     

    
      	
              WACHOVIA
                BANK, N.A., as a Lender

            
	
              By:

            	
              /s/
                Chris Hewitt

            
	
              Name:

            	
              Chris
                Hewitt

            
	
              Title:

            	
              Vice
                President

            
	 	 


    

     

    


     

     

    Signature
      Page

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    
 

     

    
      	
              GUARANTY
                BANK, FSB, as a Lender

            
	
              By:

            	
              /s/
                Kelly L. Elmore III

            
	
              Name:

            	
              Kelly
                L. Elmore III

            
	
              Title:

            	
              Senior
                Vice President

            
	 	 


    

     

    


     

     

    Signature
      Page

     

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

     

    
      	
              BANK
                OF OKLAHOMA, as a Lender

            
	
              By:

            	
              /s/
                Lindsay Sherrer

            
	
              Name:

            	
              Lindsay
                Sherrer

            
	
              Title:

            	
              Vice
                President

            


    

     

    


     

     

    Signature
      Page

     

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    


     

    
      	
              ROYAL
                BANK OF CANADA, as a Lender

            
	
              By:

            	
              /s/
                Don J. McKinnerney

            
	
              Name:

            	
              Don
                J. McKinnerney

            
	
              Title:

            	
              Authorized
                Signatory

            


    

     

    


     

     

    Signature
      Page

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

     

    
      	
              THE
                ROYAL BANK OF SCOTLAND plc, as a Lender

            
	
              By:

            	
              /s/
                Matthew Main

            
	
              Name:

            	
              Matthew
                Main

            
	
              Title:

            	
              Managing
                Director

            


    

     

    


     

     

    Signature
      Page

     

     

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


     

    
      	
              MORGAN
                STANLEY BANK, as a Lender

            
	
              By:

            	
              /s/
                Daniel Twenge

            
	
              Name:

            	
              Daniel
                Twenge

            
	
              Title:

            	
              Authorized
                Signatory

            


    

     

    Signature
      Page

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

     

    Agreed
      and accepted as of the 21st day

    of 
      November, 2007

     

     

    PETROLEUM
      DEVELOPMENT CORPORATION

     

     

    By:
      /s/ Steven R. Williams

    Name:
      Steven R. Williams

    Title:
      Chief Executive Officer

     

     

    Signature
      Page

     

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    


     

     

    Schedule
      1

     

    
      	
              Lender

            	
              Applicable
                Percentage

            	
              Aggregate

              Revolving

              Commitment

            
	
              JPMorgan
                Chase Bank, N.A.

            	
              20.0000%

            	
              $60,000,000.00

            
	
              BNP
                Paribas

            	
              20.0000%

            	
              $60,000,000.00

            
	
              Wachovia
                Bank, N.A.

            	
              14.5455%

            	
              $43,636,363.64

            
	
              Guaranty
                Bank, FSB

            	
              12.7273%

            	
              $38,181,818,.18

            
	
              Bank
                of Oklahoma

            	
              9.0909%

            	
              $27,272,727.27

            
	
              Royal
                Bank of Canada

            	
              9.0909%

            	
              $27,272,727.27

            
	
              The
                Royal Bank of Scotland plc

            	
              9.0909%

            	
              $27,272,727.27

            
	
              Morgan
                Stanley Bank

            	
              5.4545%

            	
              $16,363,636.36

            
	
              TOTAL

            	
              100.00000%

            	
              $300,000,000.00

            


    

     

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ACKNOWLEDGEMENT
      OF GUARANTORS

     

     

    Each
      of
      the undersigned (each a “Guarantor”) hereby (i) acknowledges receipt of,
      consents to, and agrees to be bound by the consents, waivers and increase in
      the
      Aggregate Revolving Commitment described in the letter to which this
      Acknowledgement is attached and pursuant to the terms of that certain Amended
      and Restated Credit Agreement, dated November 4, 2005, among PETROLEUM
      DEVELOPMENT CORPORATION, a Nevada corporation (“Borrower”), certain Subsidiaries
      of Borrower, as guarantors, the Lenders party thereto and JPMORGAN CHASE BANK,
      N.A. (successor by merger to Bank One, N.A. (Illinois)) (“Administrative
      Agent”), and (ii) reaffirms and ratifies its Guarantee and each of the other
      Loan Documents executed by such Guarantor and confirms that each such document
      is and shall continue to remain in full force and effect. Although Guarantor
      has
      been informed of the consents, waivers and increase in the Aggregate Revolving
      Commitment and has acknowledged and agreed to same, Guarantor understands that
      neither the Administrative Agent nor the Lenders have any obligation to inform
      Guarantor of such matters in the future or to seek Guarantor’s acknowledgment or
      agreement to future consents or waivers or increases in the Aggregate Revolving
      Commitment, and nothing herein shall create such duty.

     

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Acknowledgement as
      of November 21, 2007.

     

     

    


     

    
      	
              GUARANTORS:

            
	
              RILEY
                NATURAL GAS COMPANY

            
	
              a
                West Virginia corporation

            
	
              By:

            	
              /s/
                Thomas E. Riley

            
	
              Name:

            	
              Thomas
                E. Riley

            
	
              Title:

            	
              President

            
	 	 
	
              UNIOIL
                a Nevada corporation

            
	
              By:

            	
              /s/
                Thomas E. Riley

            
	
              Name:

            	
              Thomas
                E. Riley

            
	
              Title:

            	
              President