EXECUTION
VERSION




FIFTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
entered into as of November 12, 2008, by and among PETROLEUM DEVELOPMENT
CORPORATION (the “Borrower”), CERTAIN
SUBSIDIARIES OF THE BORROWER, as Guarantors (the “Guarantors”), the
LENDERS party hereto (the “Lenders”) and
JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative
Agent”).  Unless the context otherwise requires or unless
otherwise expressly defined herein, capitalized terms used but not defined in
this Amendment have the meanings assigned to such terms in the Credit Agreement
(as defined below).






WITNESSETH:




WHEREAS, the Borrower, the
Guarantors, the Administrative Agent and the Lenders have entered into that
certain Amended and Restated Credit Agreement dated as of November 4, 2005 (as
the same has been and may hereafter be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”);
and




WHEREAS, the Administrative
Agent, the Lenders, the Borrower, and the Guarantors have agreed to increase the
Borrowing Base and 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 3 of this
Amendment, and in reliance on the representations, warranties, covenants and
agreements contained in this Amendment, the Credit Agreement shall be amended in
the manner provided in this Section
1.




1.1  Additional
Definitions.Section 1.01 of the
Credit Agreement shall be and it hereby is amended by inserting the following
definitions in appropriate alphabetical order:




“Cash Collateral
Account” has the meaning assigned to such term in Section
2.06(j).




“Defaulting Lender”
means any Lender, as reasonably determined by the Administrative Agent, that has
(a) failed to fund any portion of the Loans or participations in LC
Disbursements required to be funded by it hereunder within one Business Day of
the date required to be funded by it hereunder, (b) notified the Borrower, the
Administrative Agent, the Issuing Bank or any Lender in writing that it does not
intend to comply with any of its funding obligations under this Agreement or has
made a public statement to the effect that it does not intend to comply with its
funding obligations under this Agreement, (c) otherwise failed to pay over to
the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within one Business Day of the date when due, unless the
subject of a good faith dispute, or (d) (i) become
or is insolvent or has a parent company that has become or is insolvent or (ii)
become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has taken any
action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment or has a parent company that
has become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has taken any
action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment.




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“Fifth Amendment Effective
Date” means November 12, 2008.




“New Production”
means, as at any date of determination, production from any proved producing
reserves that were not classified as proved producing reserves in the most
recent Reserve Report delivered by the Borrower pursuant to Section
6.01(j).




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




“Adjusted LIBO Rate”
means, (a) with respect to any Eurodollar Borrowing for any Interest Period, an
interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to (i) the LIBO Rate for such Interest Period multiplied by
(ii) the Statutory Reserve Rate and (b) with respect to any ABR Borrowing
for any day, an interest rate per annum equal to (i) the LIBO Rate for a one
month Interest Period on such day (or if such day is not a Business Day, the
immediately preceding Business Day) multiplied by (ii) the Statutory Reserve
Rate.




“Aggregate Revolving
Commitment” means, as of the Fifth Amendment Effective Date, $375,000,000
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.




“Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime
Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1%,
(c) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%,
and (d) the Adjusted LIBO Rate for a one month Interest Period on such day (or
if such day is not a Business Day, the immediately preceding Business Day) plus
1%, provided
that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be
based on the rate appearing on the Reuters BBA Libor Rates Page 3750 (or on any
successor or substitute page of such page) at approximately 11:00 a.m. London
time on such day.  Any change in the Alternate Base Rate due to a
change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO
Rate shall be effective from and including the effective date of such change in
the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate,
respectively.


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




Borrowing Base Usage:
            ABR
              Spread
            Eurodollar
              Spread
            Unused Commitment Fee
  RateEqual
      to or greater than 90%
            1.375%
            2.375%
            0.500%Equal
      to or greater than 75% and less than 90%
            1.125%
            2.125%
            0.500%Equal
      to or greater than 50% and less than 75%
            0.875%
            1.875%
            0.500%Less
      than 50%
            0.625%
            1.625%
            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.




“LIBO Rate” means,
with respect to any Eurodollar Borrowing for any Interest Period, the rate
appearing on Reuters BBA Libor Rates Page 3750 (or on any successor or
substitute page of such service, or any successor to or substitute for such
service, providing rate quotations comparable to those currently provided on
such page of such service, as determined by the Administrative Agent from time
to time for purposes of providing quotations of interest rates applicable to
dollar deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such
Interest Period.  In the event that such rate is not available at such
time for any reason, then the “LIBO Rate” with
respect to such Eurodollar Borrowing for such Interest Period shall be the rate
at which dollar deposits of $5,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the Administrative
Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.




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 Required Lenders




1.3  Letters of
Credit.  Clause (b) of Section 2.06 of the
Credit Agreement shall be and it hereby is amended in its entirety to read as
follows:




(b)           Notice of Issuance,
Amendment, Renewal, Extension; Certain Conditions.  To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or
transmit by electronic communication, if arrangements for doing so have been
approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or
extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall be
a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the amount of such Letter
of Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit.  If requested by the Issuing Bank, the Borrower also shall
submit a letter of credit application on the Issuing Bank’s standard form in
connection with any request for a Letter of Credit.  A Letter of
Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed
$75,000,000 and (ii) the Aggregate Revolving Credit Exposure shall not exceed
the Aggregate Revolving Commitment.  Notwithstanding the foregoing,
the Issuing Bank shall not at any time be obligated to issue, amend, renew or
extend any Letter of Credit if any Lender is at such time a Defaulting Lender
hereunder, unless the Borrower cash collateralizes such Defaulting Lender’s
portion of the total LC Exposure (calculated after giving effect to the
issuance, amendment, renewal or extension of such Letter of Credit) in
accordance with the procedures set forth in Section 2.06(j).




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AND RESTATED CREDIT AGREEMENT
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1.4  Letters of
Credit.  Clause (j) of Section 2.06 of the
Credit Agreement shall be and it hereby is amended in its entirety to read as
follows:




(j)           Cash
Collateralization.




(i)           If
at any time the Borrower elects to cash collateralize the LC Exposure of any
Defaulting Lender pursuant to Section 2.06(b), the Borrower shall deposit in an
account with the Administrative Agent, in the name of the Administrative Agent
and for the benefit of the Lenders (the “Cash Collateral Account”), an amount in
cash equal to such Defaulting Lender’s portion of the total LC Exposure at such
time as calculated pursuant to Section 2.06(b) (less any amounts already on
deposit in such Cash Collateral Account representing cash collateral for any
portion of such Defaulting Lender’s portion of the total LC
Exposure).




(ii)           If
any Letter of Credit is outstanding at the time any Lender is a Defaulting
Lender, upon the written request of the Issuing Bank demanding the deposit of
cash collateral pursuant to this paragraph, the Borrower shall promptly, and in
any event within one (1) Business Day after receipt of such written request,
cash collateralize such Defaulting Lender’s portion of the total LC Exposure at
such time by depositing in the Cash Collateral Account an amount in cash equal
to such Defaulting Lender’s portion of the total LC Exposure (less any amounts
already on deposit in such Cash Collateral Account representing cash collateral
for any portion of such Defaulting Lender’s portion of the total LC
Exposure).




(iii)           If
any Event of Default shall occur and be continuing, on the Business Day that the
Borrower receives notice from the Administrative Agent or the Required Lenders
(or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure
representing greater than sixty-six and two-thirds percent (662⁄3%) of the total
LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph, the Borrower shall deposit in the Cash Collateral Account an amount
in cash equal to the total LC Exposure as of such date plus any accrued and
unpaid interest thereon, if any; provided that the obligation to deposit such
cash collateral shall become effective immediately, and such deposit shall
become immediately due and payable, without demand or other notice of any kind,
upon the occurrence of any Event of Default with respect to the Borrower
described in clause (h) or (i) of Article IX.




(iv)           Deposits
in the Cash Collateral Account made pursuant to the foregoing paragraphs (i),
(ii) and (iii) shall be held by the Administrative Agent as collateral for the
payment and performance of the obligations of the Borrower under this
Agreement.  The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over the Cash Collateral
Account.  Other than any interest earned on the investment of such
deposits, which investments shall be made at the option and sole discretion of
the Administrative Agent but in consultation with the Borrower and at the
Borrower’s risk and expense, such deposits shall not bear
interest.  Interest or profits, if any, on such investments shall
accumulate in such account.  Moneys in such account shall be applied
by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements
for which it has not been reimbursed and, to the extent not so applied, shall be
held for the satisfaction of the reimbursement obligations of the Borrower for
the LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Lenders with LC Exposure representing
sixty-six and two-thirds percent (662⁄3%) or more of the total LC Exposure), be
applied to satisfy other Obligations of the Borrower under this Agreement and to
the extent any excess remains after payment in full in cash of all Obligations
and the termination of all Revolving Commitments, such excess shall be released
to the Borrower.






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(v)           If
the Borrower is required to provide an amount of cash collateral pursuant to
paragraphs (i), (ii) or (iii) above, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within one (1) Business Day after
(x) in the case of cash collateral provided pursuant to paragraphs (i) or (ii)
above, the applicable Defaulting Lender is no longer a Defaulting Lender and (y)
in the case of cash collateral provided pursuant to paragraph (iii) above, all
Events of Default have been cured or waived.




1.5  Fees.  Clauses (a)
and (b) of Section
2.12 of the Credit Agreement shall be and they hereby are amended in
their respective entireties to read as follows:




(a)           The
Borrower agrees to pay to the Administrative Agent, for the account of each
Lender, an unused commitment fee (the “Unused Commitment
Fee”) equivalent to the Applicable Rate times the daily average of the
total Unused Revolving Commitments.  Such Unused Commitment Fee shall
be calculated on the basis of a year consisting of 360 days.  The
Unused Commitment Fee shall be payable in arrears on the last day of March,
June, September and December of each year, commencing with the first such date
to occur after the Effective Date, and on the Maturity Date for any period then
ending for which the Unused Commitment Fee shall not have been theretofore
paid.  In the event the Aggregate Revolving Commitment terminates on
any date other than the last day of March, June, September or December of any
year, the Borrower agrees to pay to the Administrative Agent, for the account of
each Lender, on the date of such termination, the pro rata portion of the Unused
Commitment Fee due for the period from the last day of the immediately preceding
March, June, September or December, as the case may be, to the date such
termination occurs.  Notwithstanding anything to the contrary
contained herein, for so long as any Lender is a Defaulting Lender hereunder,
the portion of the Unused Commitment Fee attributable to such Defaulting Lender
shall cease to accrue pursuant to the terms of this Section 2.12(a) and the
Borrower shall have no obligation to pay any Unused Commitment Fee for the
account of such Defaulting Lender for the period of time such Lender is a
Defaulting Lender.


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(b)           The
Borrower agrees to pay (i) to the Administrative Agent for the account of each
Lender a participation fee with respect to its participations in Letters of
Credit, which shall accrue at the same Applicable Rate used to determine the
interest rate applicable to Eurodollar Loans on the average daily amount of such
Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the Effective Date to but
excluding the later of the date on which such Lender’s Revolving Commitment
terminates and the date on which such Lender ceases to have any LC Exposure, and
(ii) to the Issuing Bank a fronting fee, which shall accrue at the rate or rates
per annum separately agreed upon between the Borrower and the Issuing Bank on
the average daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Effective Date to but excluding the later of the date of
termination of the Aggregate Revolving Commitment and the date on which there
ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of Credit
or processing of drawings thereunder.  Participation fees and fronting
fees accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such
last day, commencing on the first such date to occur after the Effective Date;
provided that
all such fees shall be payable on the date on which the Aggregate Revolving
Commitment terminates and any such fees accruing after the date on which the
Aggregate Revolving Commitment terminates shall be payable on
demand.  Any other fees payable to the Issuing Bank pursuant to this
paragraph shall be payable within 10 days after demand.  All
participation fees and fronting fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).  Notwithstanding anything
to the contrary contained herein, for so long as any Lender is a Defaulting
Lender hereunder and to the extent required, the Borrower has cash
collateralized such Defaulting Lender’s portion of the total LC Exposure
pursuant to Section 2.06(j), the portion of the participation fees attributable
to such Defaulting Lender pursuant to clause (i) of this Section 2.12(b) shall
cease to accrue pursuant to the terms of this Section 2.12(b) and the Borrower
shall have no obligation to pay any participation fees to the Administrative
Agent for the account of such Defaulting Lender for the period of time such
Lender is a Defaulting Lender and, to the extent required, such Defaulting
Lender’s portion of the total LC Exposure is cash collateralized pursuant to
Section 2.06(j); provided, however, that in the event the Borrower has not cash
collateralized any Defaulting Lender’s portion of the total LC Exposure pursuant
to, and as required under, Section 2.06(j), then, without prejudice to any
rights or remedies of the Issuing Bank or any Lender hereunder, all
participation fees accruing during the period of time such Lender is a
Defaulting Lender that otherwise would have been payable for the account of such
Defaulting Lender pursuant to clause (i) of this Section 2.12(b) shall be
payable to the Issuing Bank for the account of the Issuing Bank until such
Defaulting Lender’s LC Exposure is cash collateralized pursuant to, and as
required under, Section 2.06(j).


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AND RESTATED CREDIT AGREEMENT
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1.6  Mitigation Obligations; Replacement
of Lenders.  Clause (c) of Section 2.19 of the
Credit Agreement shall be and it hereby is amended in its entirety to read as
follows:




(c)           If
in connection with any proposed amendment, modification, termination, waiver or
consent with respect to any of the provisions of this Agreement or any other
Loan Document as contemplated by Section 11.02, the consent of Required Lenders
shall have been obtained but the consent of one or more of such other Lenders
(each a “Non-Consenting
Lender”) whose consent is required has not been obtained or if Lender is
a Defaulting Lender; then, the Borrower may elect to replace such Non-Consenting
Lender or Defaulting Lender, as the case may be, as a Lender party to this
Agreement in accordance with and subject to the restrictions contained in, and
consents required by Section 11.04; provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent (and if a Revolving Commitment is being assigned, the Issuing Bank), which
consent shall not unrea­sonably be withheld, (ii) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loans
and participations in LC Disbursements, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder, from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.15 or payments required
to be made pursuant to Section 2.17, such assignment will result in a reduction
in such compensation or payments.  A Lender shall not be required to
make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such  assignment and delegation cease to apply or, in the case
of a Defaulting Lender, such Lender is no longer a Defaulting
Lender.




1.7  Production
Reports.  Clause (d) of Section 6.01 of the
Credit Agreement shall be and it hereby is amended in its entirety to read as
follows:




(d)           at
the Borrower’s option and to the extent the Borrower delivered a report to the
Administrative Agent and each Lender pursuant to Section 6.01(i) concurrently
with delivery by the Borrower of the most recent Reserve Report, a report from a
Financial Officer or other executive officer of the Borrower in form
satisfactory to the Administrative Agent setting forth for each such month
that any actual production information is available, the actual production, on a
month by month basis, of the Borrower and the Restricted Subsidiaries (including
Attributed Interests) of each of Crude Oil and Natural Gas since the “as of”
date of the most recently delivered Reserve Report;


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1.8  Financial Statements; Other
Information.  Clause (i) of Section 6.01 of the
Credit Agreement shall be and it hereby is amended in its entirety to read as
follows:




(i)           at
the Borrower’s option, together with any Reserve Report required under clause
(j) of this Section 6.01, a report from a Financial Officer or other executive
officer of the Borrower in form satisfactory to the Administrative Agent setting
forth (a) the forecasted production from proved producing reserves of the
Borrower and the Restricted Subsidiaries (including the Attributed Interests)
per month of each of Crude Oil and Natural Gas for the forthcoming five year
period, and  (b) a comparison of the annual forecasted production set
forth in the most recently delivered Reserve Report to the monthly forecasted
production for the forthcoming five year period;




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




Section
6.09                                Security.  As
soon as available and in any event no later than thirty (30) days after the
Fifth Amendment Effective Date, the Borrower will, and will cause each
Restricted Subsidiary to, execute and deliver to the Administrative Agent, for
the benefit of the Secured Parties, (a) Mortgages in form and substance
acceptable to the Administrative Agent together with such other assignments,
conveyances, amendments, agreements and other writings, including, without
limitation, UCC-1 financing statements (each duly authorized and executed, as
applicable) as the Administrative Agent shall deem necessary or appropriate to
grant, evidence and perfect Liens in Direct Interests having an Engineered Value
equal to or greater than eighty percent (80%) of the Engineered Value of the
Direct Interests included in the Borrowing Base Properties and (b) Security
Agreements in form and substance acceptable to the Administrative Agent together
with such other assignments, conveyances, amendments, agreements and other
writings, including, without limitation, UCC-1 financing statements (each duly
authorized and executed, as applicable) and control agreements as the
Administrative Agent shall deem necessary or appropriate to grant, evidence and
perfect Liens in the Partnership Interests and certain other personal property
of the Borrower or such Restricted Subsidiary, as the case may be, subject only
to Permitted Encumbrances and other Liens permitted under Section
7.02.




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




Section
6.10                                Title
Data.  As soon as available and in any event no later than
thirty (30) days after the Fifth Amendment Effective Date, the Borrower will,
and will cause each Guarantor to, deliver to the Administrative Agent such
opinions of counsel (including, if so requested, title opinions, addressed to
the Administrative Agent) and other evidence of title as the Administrative
Agent shall deem necessary or appropriate to verify (i) the title of the
Credit Parties to not less than  eighty percent (80%) of the Engineered
Value of the Borrowing Base Properties that are required to be subject to a
Mortgage pursuant to Section 6.09, and (ii) the validity, perfection and
priority of the Liens created by such Mortgages and such other matters regarding
such Mortgages as Administrative Agent shall reasonably request.


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




Section
7.05                                Swap
Agreements.  The Borrower will not, nor will the Borrower
permit any of its Restricted Subsidiaries or any Sponsored Partnership to, enter
into any Swap Agreement, except Swap Agreements entered into in the ordinary
course of business and not for speculative purposes to (a) hedge or mitigate
Crude Oil and Natural Gas price risks to which the Borrower, any Restricted
Subsidiary or any Sponsored Partnership has actual exposure (whether or not
treated as a hedge for accounting purposes under GAAP); provided that such
Swap Agreements (at the time each transaction under such Swap Agreement is
entered into) would not cause the aggregate notional amount per month for each
of Crude Oil and Natural Gas, calculated separately, under all Swap Agreements
then in effect (other than any such transaction that is a hedge by means of a
price “floor” for which there exists no deferred obligation to pay the related
premium or other purchase price or the only deferred obligation is to pay the
financing for such premium or other purchase price) to exceed eighty (80%) of
the “forecasted production from proved producing reserves” (as defined below) of
the Borrower and the Restricted Subsidiaries (including the Attributed
Interests) for any month during the forthcoming four year period; and (b)
effectively cap, collar or exchange interest rates (from fixed to floating
rates, from one floating rate to another floating rate or otherwise) with
respect to any interest-bearing liability or investment of any Credit
Party.  As used in this Section 7.05, “forecasted production from
proved producing reserves” means the forecasted production of 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 F 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
Borrower under such Swap Agreements are included in the defined term
“Obligations” and such obligations are entitled to the benefits of, and are
secured by the Liens granted under, the Security Instruments.  Once
the Borrower or any Restricted Subsidiaries enter into a Swap Agreement, the
terms and conditions of such Swap Agreement may not be amended or modified, nor
may such Swap Agreement be cancelled without the prior written consent of
Required Lenders.


FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Page
10


1.12  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 of any Lender or the
Aggregate Revolving Commitment above the Maximum Facility Amount without the
written consent of such Lender, (3) 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,
(4) 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, (5) 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, (6)
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 (7) 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, no Defaulting
Lender shall have any right to approve or disapprove any amendment, waiver or
consent hereunder, except that the Commitment of such Lender may not be
increased or extended without the consent of such Lender.




FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Page
11


1.13  Amendment to
Exhibits.The Credit Agreement shall be and it hereby is
amended by adding immediately after “Exhibit E” a new “Exhibit F” in the form
attached hereto as Annex 1.




1.14  Amendment to
Schedules.Schedule 2.01 of the
Credit Agreement shall be and it hereby is amended in its entirety by
substituting Schedule
2.01 attached hereto.




1.15  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 Fifth Amendment Effective Date, the
Borrowing Base is $375,000,000 and the Monthly Reduction is $0.00.




SECTION
2.  New Lenders and Reallocation of
Revolving Commitments and Loans.  The Lenders have agreed among
themselves to reallocate their respective Revolving Commitments and to, among
other things, allow certain financial institutions identified by J.P. Morgan
Securities, Inc., in its capacity as a Joint Lead Arranger, in consultation with
the Borrower, to become a party to the Credit Agreement as a Lender (each, a
“New Lender”)
by acquiring an interest in the Aggregate Revolving Commitment, and
Administrative Agent and the Borrower hereby consent to such reallocation and
each New Lender’s acquisition of an interest in the Aggregate Revolving
Commitment.  On the date this Amendment becomes effective and after
giving effect to such reallocation of the Aggregate Revolving Commitment, the
Revolving Commitment of each Lender shall be as set forth on Schedule 2.01 of this
Amendment.  With respect to such reallocation, each New Lender shall
be deemed to have acquired the Revolving Commitment allocated to it from each of
the other Lenders pursuant to the terms of the Assignment and Assumption
attached as Exhibit A to the
Credit Agreement as if such New Lenderand the other Lenders
had executed an Assignment and Assumption with respect to such
allocation.  The Borrower and Administrative Agent hereby consent to
such assignment to the New Lenders.  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
2.




FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Page
12


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




3.1  Execution and
Delivery.  Each Credit Party, each Lender, and the
Administrative Agent shall have executed and delivered this Amendment and each
other required document, all in form and substance satisfactory to the
Administrative Agent.




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




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




3.4  Monthly Forecasted Production
Report.  The Borrower shall have delivered to the
Administrative Agent a report from a Financial Officer or other executive
officer of the Borrower in form satisfactory to the Administrative Agent setting
forth (a) the forecasted production from proved producing reserves of the
Borrower and the Restricted Subsidiaries (including the Attributed Interests)
per month of each of Crude Oil and Natural Gas for the forthcoming five year
period, and (b) a comparison of the annual forecasted production set forth in
most recently delivered Reserve Report to the monthly forecasted production for
the forthcoming five year period.




3.5  Governmental
Approvals.  All governmental and third party approvals
necessary or, in the discretion of the Administrative Agent, advisable in
connection with the financing contemplated by the Credit Agreement, as amended
to date, and by this Amendment and the continuing operations of the Borrower and
its Subsidiaries shall have been obtained and be in full force and
effect.




3.6  Notes.  Borrower
shall have executed and delivered a promissory note to each New Lender that has
requested a promissory note in accordance with Section 2.09(e) of
the Credit Agreement.




3.7  Other
Documents.  The Administrative Agent shall have received such
other instruments and documents incidental and appropriate to the transaction
provided for herein as the Administrative Agent or its special counsel may
reasonably request, and all such documents shall be in form and substance
satisfactory to the Administrative Agent.




SECTION
4.  Representations and Warranties of
Borrower.  To induce the Lenders to enter into this Amendment,
each Credit Party hereby represents and warrants to the Lenders as
follows:


FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Page
13


4.1  Reaffirmation of Representations and
Warranties/Further Assurances.  After giving effect to the
amendments and assignments 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 Fifth Amendment
Effective Date (except to the extent such representations and warranties relate
solely to an earlier date, in which case they are true and correct as of such
earlier date).




4.2  Corporate Authority; No
Conflicts.  The execution, delivery and performance by such
Credit Party of this Amendment and all documents, instruments and agreements
contemplated herein are within such Credit Party’s corporate or other
organizational powers, have been duly authorized by necessary action, require no
action by or in respect of, or filing with, any court or agency of government
and do not violate or constitute a default under any provision of any applicable
law or other agreements binding upon such Credit Party or result in the creation
or imposition of any Lien upon any of the assets of such Credit
Party.




4.3  Enforceability.  This
Amendment constitutes the valid and binding obligation of such Credit Party
enforceable in accordance with its terms, except as (i) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditor’s rights generally, and (ii) the availability of equitable remedies may
be limited by equitable principles of general application.




SECTION
5.  Miscellaneous.




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




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




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




5.4  Counterparts.  This
Amendment may be executed in one or more counterparts and by different parties
hereto in separate counterparts each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document.  However, this
Amendment shall bind no party until each Credit Party, the Lenders, and the
Administrative Agent have executed a counterpart.  Delivery of
photocopies of the signature pages to this Amendment by facsimile or electronic
mail shall be effective as delivery of manually executed counterparts of this
Amendment.


FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Page
14


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




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




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




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




FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181.9


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:  Chief
Accounting Officer










GUARANTORS:




RILEY
NATURAL GAS COMPANY







By:    /s/ Darwin L.
Stump


Name:      Darwin L. Stump


Title:        Treasurer









UNIOIL







By:     /s/ Darwin L.
Stump


Name:      Darwin L. Stump


Title:        Treasurer







PA PDC,
LLC







By:       /s/ Darwin L.
Stump


Name:       
Darwin L. Stump


Title:         
Chief Accounting Officer


FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Signature
Page


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




By:     _/s/_Jo Linda
Papadakis_______________________________


Name:        
Jo Linda Papadakis


Title:          
Vice President


FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Signature
Page




BNP
PARIBAS,




as a
Lender and as Syndication Agent











By:     _/s/ Betsy
Jocher____________________


Name:       
Betsy Jocher


Title:         
Director











By:     _/s/ Polly
Schott_____________________


Name:       
Polly Schott


Title:         
Director


FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Signature
Page




WACHOVIA BANK, N.A.,as a
Lender








By:      /s/ Paul
Pritchett


Paul Pritchett, Vice President


FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Signature
Page




GUARANTY BANK, FSB,as a
Lender








By:     /s/ W. David McCarver
IV


Name:     
W. David McCarver
IV


Title:       
Vice
President





FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Signature
Page







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








By:    
/s/ Stephen J.
Hoffman


Name:     
Stephen J.
Hoffman


Title:      
 Managing
Director


FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Signature
Page







BANK OF OKLAHOMA,as a
Lender








By:  /s/ Wes
Webb


Name:   
 Wes
Webb


Title:      
 Senior Vice
President





FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Signature
Page







THE ROYAL BANK OF SCOTLAND plc,as a Lender








By:    /s/ Brian
Williams


Name:   
Brian
Williams


Title:      Vice
President


FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Signature
Page







CALYON NEW YORK
BRANCH,




as a
Lender









By:       
/s/ Mark A.
Roche


Name:          Mark A.
Roche


Title:           
Managing Director







By:       /s/ Sharada
Manne


Name:       
Sharada Manne


Title:         
Director


FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Signature
Page







COMPASS BANK,




as a
Lender









By:      
/s/ Kathleen J.
Bowen


Name:         Kathleen J.
Bowen


Title:           Senior Vice
President


FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Signature
Page







BMO CAPITAL MARKETS FINANCING,
INC.,




as a
Lender









By:      /s/ Gumaro
Tijerina


Name:        Gumaro Tijerina


Title:          Vice
President







FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Signature
Page







THE
BANK OF NOVA SCOTIA,




as a
Lender









By:      /s/ David G.
Mills


Name:       David G. Mills


Title:         Director


FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Signature
Page







ROYAL BANK OF CANADA,as a
Lender








By:      
/s/ Don J.
McKinnerney


Name:       
Don J.
McKinnerney


Title:          Authorized
Signatory


FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Signature
Page







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








By:       /s/ Vaughn
Buck


Name:        Vaughn
Buck


Title:           Director


FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181
 Signature
Page


SCHEDULE
2.01


Applicable
Percentages and Revolving Commitments








Lender
            Title
            Applicable
      Percentage
            Revolving
      Commitment1
            Maximum
      Facility AmountJPMorgan
      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
            11.2000000%
            $42,000,000.00
            $44,800,000.00BNP
      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
            11.2000000%
            $42,000,000.00
            $44,800,000.00Wachovia
      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
            8.8000000%
            $33,000,000.00
            $35,200,000.00Guaranty
      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
            8.8000000%
            $33,000,000.00
            $35,200,000.00Bank
      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
            Lender
            8.8000000%
            $33,000,000.00
            $35,200,000.00Bank
      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
            6.6666667%
            $25,000,000.00
            $26,666,666.67The
      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
            6.6666667%
            $25,000,000.00
            $26,666,666.67Calyon
      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
            Lender
            6.6666667%
            $25,000,000.00
            $26,666,666.67Compass
      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
            6.6666667%
            $25,000,000.00
            $26,666,666.67BMO
      Capital Markets Financing, Inc.
              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:
              
              BMO
      Capital Markets Financing, Inc.
              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
            Lender
            6.6666667%
            $25,000,000.00
            $26,666,666.67The
      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
            6.6666667%%
            $25,000,000.00
            $26,666,666.67Royal
      Bank of Canada
              3900
      Williams Tower
              2800
      Post Oak Blvd.
              Houston,
      Texas 77056
              Attention:
      Don J. McKinnerney
              Telephone:
      (713) 403-5607
              Facsimile:
      (713) 403-5624
              don.mckinnerney@rbccm.com
              
              with
      a copy to:
              
              Royal
      Bank of Canada
              New
      York Branch
              One
      Liberty Plaza, 3rd
      Floor
              New
      York, NY 10006-1404
              Attention:
      Jackie Dias
              Telephone:
      (212) 428-6332
              Facsimile:
      (212) 428-2372
              Jackie.dias@rbc.com
            Lender
            5.6000000%
            $21,000,000.00
            $22,400,000.00Allied
      Irish Bank
              AIB
      Corporate Banking
              405
      Park Avenue, 4th
      Floor
              New
      York, NY  10022
              Attention:
      David O’Driscoll
              Telephone:
      (212) 515-6743
              Facsimile:
      (212) 339-8099
              david.o’driscoll@aibny.com
              
              with
      a copy to:
              
              Allied
      Irish Banks p.l.c.
              Bankcentre,
              Ballsbridge
              Dublin
      4
              Ireland
              Telephone:
      +353 1 641-8562
              Facsimile:
      +353 1 608-9815
            Lender
            5.6000000%
            $21,000,000.00
            $22,400,000.00TOTAL
            
            100.00000%
            $375,000,000.00
            $400,000,000.00










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


FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181.9
 SCHEDULE
2.01


EXHIBIT
F




CALCULATION
OF FORECASTED PRODUCTION




(See
attached)


FIFTH
AMENDMENT TO
 AMENDED
AND RESTATED CREDIT AGREEMENT
 65216181.9
 SCHEDULE
2.01