PDC Energy, Inc. Sample Contracts

EXECUTION COPY CREDIT AGREEMENT ----------------
Credit Agreement • September 25th, 1997 • Petroleum Development Corp • Drilling oil & gas wells • Illinois
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2. DUTIES ------
Employment Agreement • September 25th, 1997 • Petroleum Development Corp • Drilling oil & gas wells • West Virginia
Common Stock
Underwriting Agreement • October 27th, 1997 • Petroleum Development Corp • Drilling oil & gas wells • New York
PDC ENERGY, INC.
Registration Rights Agreement • November 29th, 2017 • PDC Energy, Inc. • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT dated November 29, 2017 (this “Agreement”) is entered into by and among PDC Energy, Inc., a Delaware corporation (the “Company”), PDC Permian, Inc., a Delaware corporation (the “Subsidiary Guarantor”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and the several other initial purchasers listed on Exhibit A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”).

TRUST AGREEMENT UNDER THE
Trust Agreement • September 25th, 1997 • Petroleum Development Corp • Drilling oil & gas wells • West Virginia
PETROLEUM DEVELOPMENT CORPORATION 6,500,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 16th, 2012 • Petroleum Development Corp • Crude petroleum & natural gas • New York

Petroleum Development Corporation, a Nevada corporation (the “Company”) confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), J.P. Morgan Securities LLC and Wells Fargo Securities, LLC and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA Merrill Lynch, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company of a total of 6,500,000 shares (the “Initial Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Company to the Underwrit

PDC ENERGY, INC. Purchase Agreement
Purchase Agreement • November 17th, 2017 • PDC Energy, Inc. • Crude petroleum & natural gas • New York

PDC Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Exhibit A hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $600,000,000 principal amount of its 5.750% Senior Notes due 2026 (the “Notes”). The Notes will be guaranteed (the “Guarantee”) by PDC Permian, Inc., a Delaware corporation (the “Subsidiary Guarantor”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to an Indenture to be dated as of November 29, 2017 (the “Indenture”) between the Company, the Subsidiary Guarantor and U.S. Bank National Association, as trustee (the “Trustee”).

Exhibit 10.16 FORM OF RABBI TRUST AGREEMENT
Rabbi Trust Agreement • September 25th, 1997 • Petroleum Development Corp • Drilling oil & gas wells • North Dakota
PDC Energy, Inc. as Issuer and U.S. Bank National Association as Trustee
Indenture • September 15th, 2016 • PDC Energy, Inc. • Crude petroleum & natural gas • New York

INDENTURE, dated as of SEPTEMBER 15, 2016, between PDC ENERGY, INC., a DELAWARE corporation, as the Company and U.S. BANK NATIONAL ASSOCIATION, as Trustee.

FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 19th, 2023 • PDC Energy, Inc. • Crude petroleum & natural gas • New York

THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 2, 2021, is among PDC Energy, Inc., a Delaware corporation (the “Borrower”), each of the Lenders from time to time party hereto, JPMorgan Chase Bank, N.A. as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and each of the other parties from time to time party hereto.

PDC Energy, Inc. as Issuer PDC Permian, Inc. as Subsidiary Guarantor and U.S. Bank National Association as Trustee
Indenture • November 29th, 2017 • PDC Energy, Inc. • Crude petroleum & natural gas • New York

INDENTURE, dated as of NOVEMBER 29, 2017, between PDC ENERGY, INC., a DELAWARE corporation, as the Company, PDC PERMIAN, INC., a DELAWARE corporation, as Subsidiary Guarantor, and U.S. BANK NATIONAL ASSOCIATION, as Trustee.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 21, 2013 among PDC ENERGY, INC., as Borrower CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent and J.P. MORGAN...
Credit Agreement • May 28th, 2013 • PDC Energy, Inc. • Crude petroleum & natural gas • New York

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 21, 2013, among PDC ENERGY, INC., 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.

PDC Energy, Inc. Amended and Restated 2010 Long-Term Equity Compensation Plan Director Restricted Stock Unit Agreement
Director Restricted Stock Unit Agreement • August 1st, 2023 • PDC Energy, Inc. • Crude petroleum & natural gas • Colorado

We are pleased to inform you that PDC Energy, Inc. (the “Company”) has made the following award of restricted stock units (the “Restricted Stock Units”) to you pursuant to the Company’s Amended and Restated 2010 Long-Term Equity Compensation Plan (the “Plan”). The grant is subject to and governed by the Plan generally, and all capitalized terms not defined herein shall have the meanings given to such terms in the Plan.

Employment Agreement
Employment Agreement • January 5th, 2004 • Petroleum Development Corp • Drilling oil & gas wells • West Virginia

This Employment Agreement (the "Agreement") is made and entered into this 26th day of December, 2003, by and between Petroleum Development Corporation, a Nevada Corporation (the "Company"), and Eric R. Stearns (the "Employee").

PDC ENERGY, INC.
Underwriting Agreement • September 15th, 2020 • PDC Energy, Inc. • Crude petroleum & natural gas • New York

PDC Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $150,000,000 principal amount of its 5.750% Senior Notes due 2026 (the “Notes”). The Notes will be guaranteed (the “Guarantee”) by PDC Permian, Inc., a Delaware corporation (the “Subsidiary Guarantor”). The Notes and the Guarantee are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to the Indenture dated as of November 29, 2017 (the "Indenture") between the Company, the Subsidiary Guarantor and U.S. Bank National Association, as trustee (the “Trustee”).

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Employment Agreement
Employment Agreement • February 27th, 2009 • Petroleum Development Corp • Drilling oil & gas wells • West Virginia

This Employment Agreement (the “Agreement”) is made and entered into this 31st day of December, 2008, effective as of January 1, 2008, by and between Petroleum Development Corporation, a Nevada Corporation (the “Company”), and Richard W. McCullough (the “Employee”).

PDC ENERGY, INC.
Performance Share Agreement • February 28th, 2017 • PDC Energy, Inc. • Crude petroleum & natural gas • Colorado

This Performance Share Agreement (hereinafter referred to as the "Agreement") dated January __, 2016 is by and between PDC Energy. Inc., a Nevada Corporation (hereinafter referred to as the "Company") and _________________ (hereinafter referred to as "Executive").

Contract
Credit Agreement • November 4th, 2005 • Petroleum Development Corp • Drilling oil & gas wells • Illinois

EXECUTION VERSION AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 4, 2005 among PETROLEUM DEVELOPMENT CORPORATION, as Borrower CERTAIN SUBSIDIARIES OF BORROWER as Guarantors The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., (successor by merger to Bank One, N.A. (Illinois)) as Administrative Agent and BNP PARIBAS, as Syndication Agent J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Joint Lead Arranger and BNP PARIBAS, as Joint Lead Arranger $200,000,000 Senior Secured Credit Facility

PDC Energy, Inc. VP/Executive Restricted Stock Unit Agreement
Vp/Executive Restricted Stock Unit Agreement • May 6th, 2021 • PDC Energy, Inc. • Crude petroleum & natural gas • Delaware

We are pleased to inform you that PDC Energy, Inc. (the “Company”) made the following award of restricted stock units to you (the “Restricted Stock Units”) pursuant to the Company’s 2018 Equity Incentive Plan (the “Plan”). The grant is subject to and governed by the Plan generally, and all capitalized terms not defined herein shall have the meanings given to such terms in the Plan.

GAS PURCHASE AGREEMENT DATED AS OF JUNE 1, 2006 between WILLIAMS PRODUCTION RMT COMPANY and RILEY NATURAL GAS COMPANY and PETROLEUM DEVELOPMENT CORPORATION
Gas Purchase Agreement • April 21st, 2011 • Petroleum Development Corp • Crude petroleum & natural gas • Colorado

THIS GAS PURCHASE AGREEMENT ("Agreement") is made and entered into as of June 1, 2006 by and between WILLIAMS PRODUCTION RMT COMPANY ("Buyer") and RILEY NATURAL GAS COMPANY ("Riley") and PETROLEUM DEVELOPMENT CORPORATION ("PDC," and together with Riley, collectively, "Seller," and Seller, together with Buyer, the "Parties," and individually, a "Party")

GAS PURCHASE AND PROCESSING AGREEMENT BETWEEN DUKE ENERGY FIELD SERVICES, INC., A COLORADO CORPORATION AND UNITED STATES EXPLORATION, INC, A COLORADO CORPORATION AND PETROLEUM DEVELOPMENT CORPORATION, A NEVADA CORPORATION
Gas Purchase and Processing Agreement • April 21st, 2011 • Petroleum Development Corp • Crude petroleum & natural gas • Colorado

THIS GAS PURCHASE AND PROCESSING AGREEMENT, entered into as of the last date acknowledged below, (herein, as the same may be amended from time to time, called this "Agreement") by and between DUKE ENERGY FIELD SERVICES, INC., a Colorado corporation, with offices at 370 Seventeenth Street, Suite 900, Denver, Colorado 80202, hereinafter referred to as "Buyer/Processor", and UNITED STATES EXPLORATION, INC, a Colorado corporation, whose address is 1560 Broadway, Suite 1900, Denver, Colorado 80202, and PETROLEUM DEVELOPMENT CORPORATION, a Nevada corporation, whose address is 103 E. Main St., Bridgeport, WV 26330, hereinafter referred to collectively as "Sellers".

Amendment to Separation Agreement
Separation Agreement • August 10th, 2009 • Petroleum Development Corp • Drilling oil & gas wells

This Amendment to Separation Agreement (the “Amendment”) is made and entered into this 29th day of June, 2009 by and between Petroleum Development Corporation, a Nevada Corporation (the “Company”) and Eric R. Stearns (“Stearns”) (collectively, the “Parties”).

Amended & Restated Employment Agreement
Employment Agreement • August 6th, 2020 • PDC Energy, Inc. • Crude petroleum & natural gas • Colorado

This Amended & Restated Employment Agreement (the “Agreement”) is effective as of August 4, 2020, by and between PDC Energy, Inc., a Delaware Corporation (the “Company”), and Lance Lauck (“Lauck”).

Employment Agreement
Employment Agreement • April 23rd, 2010 • Petroleum Development Corp • Crude petroleum & natural gas • Colorado

This Employment Agreement (the “Agreement”) is made and entered into this 19th day of April, 2010, effective as of April 1, 2010, by and between Petroleum Development Corporation, a Nevada Corporation (the “Company”), and Richard W. McCullough (the “Employee”).

Contract
Physical Transaction Confirmation • April 21st, 2011 • Petroleum Development Corp • Crude petroleum & natural gas • Texas

The Company has redacted certain confidential information in this agreement in reliance upon its confidential treatment request that it has filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. In this agreement, we indicate each redaction by use of asterisk *.

SRC/PDC MERGER PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • January 14th, 2020 • PDC Energy, Inc. • Crude petroleum & natural gas • Colorado

This SRC/PDC Merger Performance Share Agreement (hereinafter referred to as this "Agreement") dated January 13, 2020 is by and between SRC Energy Inc., a Colorado corporation (hereinafter referred to as the "Company") and Lynn A. Peterson (hereinafter referred to as "Executive").

PETROLEUM DEVELOPMENT CORPORATION 3,600,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: November 18, 2010
Underwriting Agreement • November 24th, 2010 • Petroleum Development Corp • Crude petroleum & natural gas • New York
PDC Energy, Inc. 1.125% Convertible Senior Notes due 2021 UNDERWRITING AGREEMENT Dated: September 8, 2016
Underwriting Agreement • September 14th, 2016 • PDC Energy, Inc. • Crude petroleum & natural gas • New York

PDC Energy, Inc., a Delaware corporation (the “Company”) confirms its agreement with each of the Underwriters named in Exhibit A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom J.P. Morgan Securities LLC is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company of a total of $175,000,000 principal amount of its 1.125% Convertible Senior Notes due 2021 (the “Initial Securities”), and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amount of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase up to an additional $25,000,000 principal amount of its 1.125% Convertible Senior Notes due 2021 to cover over allotments, i

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