EXECUTION VERSION


THIRD AMENDMENT TO SECOND AMENDED AND RESTATED


CREDIT AGREEMENT


THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”) is entered into as of May 4, 2012, by and among PETROLEUM DEVELOPMENT CORPORATION (the “ Borrower ”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors (the “ Guarantors ”), the LENDERS party hereto 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 Second Amended and Restated Credit Agreement dated as of November 5, 2010 (as the same has been and may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”); and


WHEREAS, the Borrower and the Guarantors have requested that the Administrative Agent and the Lenders amend the Credit Agreement in certain respects and the Administrative Agent and the Lenders have agreed to do so on the terms and conditions hereinafter set forth.


NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Borrower, the Guarantors, the Administrative Agent and the Lenders hereby agree as follows:


SECTION 1.    Amendments to Credit Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 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 Cover Page. The cover page to the Credit Agreement shall be and it hereby is amended and restated in its entirety and replaced with Annex A attached hereto.





1.2 Preamble. The preamble to the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:





This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 5, 2010, among PETROLEUM DEVELOPMENT CORPORATION, a Nevada corporation, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and WELLS FARGO BANK, N.A., as Syndication Agent.








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





“ Aggregate Commitment ” means, at any time, the sum of the Commitments of all of the Lenders at such time, as such amount may be reduced or increased from time to time pursuant to Section 2.02 or Section 2.03; provided that such amount shall not at any time exceed the lesser of (a) the Maximum Facility Amount and (b) the Borrowing Base then in effect.  If at any time the Borrowing Base is reduced below the Aggregate Commitment, the Aggregate Commitment shall be reduced automatically to the amount of the Borrowing Base in effect at such time.  As of the Third Amendment Effective Date, the Aggregate Commitment is $425,000,000.


“ Co-Lead Arranger ” means each of J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, in its respective capacity as a co-lead arranger.


“ Syndication Agent ” means, so long as it is a Lender, Wells Fargo Bank, N.A., in its capacity as Syndication Agent.


1.4 Additional Definition. The following definition shall be and it hereby is added to Section 1.01 of the Credit Agreement in appropriate alphabetical order:





“ Third Amendment Effective Date ” means May 4, 2012.


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





SECTION 2.    Redetermined Borrowing Base. This Amendment shall constitute notice of a Scheduled Redetermination of the Borrowing Base pursuant to Section 3.04 of the Credit Agreement, and the Administrative Agent, the Lenders, the Borrower and the Guarantors hereby acknowledge that effective as of the date of this Amendment, the Borrowing Base is $425,000,000 and such redetermined Borrowing Base shall remain in effect until the earlier of (a) the next Redetermination of the Borrowing Base or (b) the date such Borrowing Base is otherwise adjusted pursuant to the terms of the Credit Agreement.





SECTION 3. Reallocation and Increase of Commitments . The Lenders have agreed among themselves to reallocate their respective Commitments, and to, among other things, permit one or more of the Lenders to increase their respective Commitments under the Credit Agreement (each, an “ Increasing Lender ”).  Each of Administrative Agent and Borrower hereby consent to (i) the reallocation of the Commitments and (ii) the increase in each Increasing Lender's Commitment.  On the date this Amendment becomes effective and after giving effect to such reallocation, assignment and increase of the Aggregate Commitment, the Commitment of each Lender shall be as set forth on Schedule 2.01 of this Amendment.  Each Lender hereby consents to the Commitments set forth on Schedule 2.01 of this Amendment.  The reallocation of the Aggregate Commitment among the Lenders shall be deemed to have been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit A to the Credit Agreement as if the Lenders had


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executed an Assignment and Assumption with respect to such reallocation.  Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 11.04(b)(ii)(C) of the Credit Agreement with respect to the assignments and reallocations contemplated by this Section 3 .  The increase in each Increasing Lender's Commitment shall be deemed to have been consummated pursuant to the terms of the Lender Certificate attached as Exhibit F to the Credit Agreement as if such Increasing Lender had executed a Lender Certificate with respect to such increase.  To the extent requested by any Lender and in accordance with Section 2.16 of the Credit Agreement, the Borrower shall pay to such Lender, within the time period prescribed by Section 2.16 of the Credit Agreement, any amounts required to be paid by the Borrower under Section 2.16 of the Credit Agreement in the event the payment of any principal of any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 3 .





SECTION 4.    Conditions. The amendments to the Credit Agreement contained in Section 1 of this Amendment, the redetermination of the Borrowing Base contained in Section 2 of this Amendment and the increase in the Aggregate Commitment contained in Section 3 of this Amendment shall 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.





4.3 Fees. The Borrower, the Administrative Agent and J.P. Morgan Securities LLC (“ 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 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.





4.5 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 5.    Post-Closing Conditions. Within forty-five (45) days following the date of this Amendment (or such longer period as permitted by the Administrative Agent in its sole discretion), the Borrower shall have delivered to the Administrative Agent Mortgages and title information, in


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each case, reasonably satisfactory to the Administrative Agent with respect to the Borrowing Base Properties, or the portion thereof, as required by Sections 6.09 and 6.10 of the Credit Agreement.





SECTION 6.    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:





6.1 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 and in each of the other Loan Documents 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).





6.2 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.





6.3 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.





6.4 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.





6.5 Financial Covenants. As of the date hereof, both before and immediately after giving effect to this Amendment, the Borrower is in pro forma compliance with the financial covenants set forth in Section 7.11 of the Credit Agreement as of the last day of the most recently ended fiscal quarter for which the financial statements and compliance certificate required under Section 6.01 of the Credit Agreement have been delivered to the Administrative Agent and the Lenders.





SECTION 7. Miscellaneous .





7.1 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.


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7.2 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.





7.3 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.





7.4 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.





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





7.6 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.





7.7 Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.





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




















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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.


BORROWER:


PETROLEUM DEVELOPMENT CORPORATION








By: /s/ Gysle R. Shellum


Name:  Gysle R. Shellum


Title:  Chief Financial Officer








GUARANTORS:


RILEY NATURAL GAS COMPANY








By: /s/ Darwin L. Sump


Name:  Darwin L. Stump


Title:  Treasurer





UNIOIL








By: /s/ Darwin L. Sump


Name:  Darwin L. Stump


Title:  President & Treasurer


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JPMORGAN CHASE BANK, N.A ., as Administrative Agent, Issuing Bank and as a Lender








By: /s/ Ryan Fuessel


Name:  Ryan Fuessel


Title:  Authorized Officer


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


and as a Co-Documentation Agent








By: /s/ Christopher Renyi


Name:  Christopher Renyi


Title:  Vice President


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BANK OF MONTREAL, as a Lender


and as a Co-Documentation Agent








By: /s/ Kevin Utsey


Name:  Kevin Utsey


Title:  Director


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THE ROYAL BANK OF SCOTLAND PLC, as a Lender and as Co-Documentation Agent








By: /s/ Sanjay Remond


Name:  Sanjay Remond


Title:  Director


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WELLS FARGO BANK, N.A.,


as a Lender and as Syndication Agent








By: /s/ Suzanne Ridenhour


Name:  Suzanne Ridenhour


Title:  Vice President


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COMPASS BANK ,  as a Lender








By: /s/ Ann Van Wagener


Name:  Ann Van Wagener


Title:  Vice President


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CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender








By: /s/ Mark Roche


Name:  Mark Roche


Title:  Managing Director








By: /s/ Sharada Manne


Name:  Sharada Manne


Title:  Managing Director


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THE BANK OF NOVA SCOTIA, as a Lender








By: /s/ Terry Donovan


Name:  Terry Donovan


Title:  Managing Director





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SCOTIABANC INC.,


as a Lender








By: /s/ J. F. Todd


Name:  J. F. Todd


Title:  Managing Director








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BANK OF OKLAHOMA,


as a Lender








By: /s/ Wes Webb


Name:  Wes Webb


Title:  Senior Vice President


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CAPITAL ONE, N.A.,


as a Lender








By: /s/ Wesley Fontana


Name:  Wesley Fontana


Title:  Vice President





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COMERICA BANK,


as a Lender








By: /s/ Katya Evseev


Name:  Katya Evseev


Title:  Corporate Banking Officer


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NATIXIS,


as a Lender








By: /s/ Carlos Quinteros


Name:  Carlos Quinteros


Title:  Managing Director








By: /s/ Mary Lou Allen


Name:  Mary Lou Allen


Title:  Director





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TEXAS CAPITAL BANK, N.A.,


as a Lender





By: /s/ W. David McCarver IV


Name:  W. David McCarver IV


Title:  Senior Vice President


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U.S. BANK NATIONAL ASSOCIATION,


as a Lender








By: /s/ Bruce E. Hernandez


Name:  Bruce E. Hernandez


Title:  Vice President








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SCHEDULE 2.01





APPLICABLE PERCENTAGES AND COMMITMENTS








LenderTitleApplicable PercentageCommitmentJPMorgan Chase Bank, N.A.Administrative Agent12.714285715%$54,035,714.29Wells Fargo Bank, N.A.Syndication Agent12.714285715%$54,035,714.29Bank of America, N.A.Co-Documentation Agent8.142857144%$34,607,142.86Bank of MontrealCo-Documentation Agent8.142857144%$34,607,142.86The Royal Bank of Scotland plcCo-Documentation Agent8.142857144%$34,607,142.86Compass Bank8.142857144%$34,607,142.86Credit Agricole Corporate and Investment Bank8.142857144%$34,607,142.86Bank of Oklahoma4.285714285%$18,214,285.71Capital One, N.A.4.285714285%$18,214,285.71Comerica Bank4.285714285%$18,214,285.71Natixis4.285714285%$18,214,285.71Texas Capital Bank, N.A.4.285714285%$18,214,285.71U.S. Bank National Association4.285714285%$18,214,285.71The Bank of Nova Scotia4.071428572%$17,303,571.43Scotiabanc Inc.4.071428572%$17,303,571.43TOTAL100.00%$425,000,000.00








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Annex A











SECOND AMENDED AND RESTATED CREDIT AGREEMENTdated as ofNovember 5, 2010amongPETROLEUM DEVELOPMENT CORPORATION,as BorrowerCERTAIN SUBSIDIARIES OF BORROWER,as GuarantorsThe Lenders Party HeretoJPMORGAN CHASE BANK, N.A.,as Administrative AgentandJ.P. MORGAN SECURITIES LLC,as Sole Bookrunner and Co-Lead ArrangerWELLS FARGO BANK, N.A.,as Syndication AgentandWELLS FARGO SECURITIES, LLC,as Co-Lead Arranger$600,000,000 Senior Secured Credit Facility











J.P. Morgan


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