FIRST AMENDMENT to the GAS PURCHASE AGREEMENT between WILLIAMS PRODUCTION RMT COMPANY LLC and RILEY NATURAL GAS COMPANY and PETROLEUM DEVELOPMENT CORPORATION

Exhibit 10.1

The Company has redacted certain confidential information in this agreement in reliance upon its confidential treatment request that it will file 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 *.

FIRST
AMENDMENT
to the
GAS PURCHASE AGREEMENT
between
XXXXXXXX PRODUCTION RMT COMPANY LLC
and
XXXXX NATURAL GAS COMPANY
and
PETROLEUM DEVELOPMENT CORPORATION

     This First Amendment (“Amendment”) to the Gas Purchase Agreement dated June 1, 2006 by and between XXXXXXXX PRODUCTION RMT COMPANY LLC, formerly known as XXXXXXXX PRODUCTION RMT COMPANY (“Buyer”) and XXXXX NATURAL GAS COMPANY (“Xxxxx”) and PETROLEUM DEVELOPMENT CORPORATION (“PDC”) (the “Agreement”) is made and entered into effective as of the 1^st day of June, 2011 (the “Effective Date of this Amendment”). PDC together with Xxxxx, collectively, “Seller,” and Seller together with Buyer, may be referred to herein as the “Parties,” and individually, a “Party”. All initially capitalized terms used herein, but not defined herein, shall have the respective meanings given to such terms in the Agreement.

RECITALS

     WHEREAS, Buyer and Seller are Parties to the Agreement concerning the purchase and commitment of Seller’s Gas; and

     WHEREAS, Buyer and Seller desire to amend the Agreement as stated below.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment, the Parties agree that the Agreement will be amended as follows:

AGREEMENT

	1.		Seller’s Commitment. Section 1.1 shall be deleted in its entirety and replaced with the following:
			Seller commits to Buyer to sell and deliver to Buyer, on a Firm basis, Seller’s present and future right, title, and interest in the Gas Volume Committed to this Agreement and outlined on Exhibit F, that Seller delivers to the Receipt Point(s) from the Area of Interest (“Seller’s Gas”) described on Exhibit B, subject to the terms of this Agreement.
	2.		Area of Interest. Seller’s Area of Interest shall be as described on Exhibit B, attached hereto and made a part hereof.
	3.		Buyer’s Treating Service. Section 1.6 shall be deleted in its entirety and replaced with the following:
			Seller’s Gas at the Receipt Point(s) may have a CO2 content that exceeds the most restrictive quality specification for CO2 content required from time to time by the Interconnecting Pipeline(s). Buyer shall Treat Seller’s Gas to reduce its CO2 content to no more than two percent (2.00%) by volume at the Delivery Point(s), provided the CO2 content of Seller’s Gas does not exceed four percent (4.00%) by volume at the Receipt Point(s). The fee for Treating Seller’s Gas that does not exceed three percent (3%) CO2 by volume at the Receipt Point(s) is incorporated into the Gathering and Processing Fee. In the event the CO2 content of Seller’s

			Gas exceeds three percent (3%) by volume at the Receipt Point(s), the Excess CO2 Treating Fee as set forth in Exhibit E shall be payable from Seller to Buyer. In no event, however, is Buyer obligated to accept deliveries of Seller’s Gas at a given Receipt Point if the CO2 content of Seller’s Gas at that Receipt Point exceeds four percent (4.00%) by volume. If the weighted arithmetic average quality specification for CO2 content of the Interconnecting Pipeline(s) should ever be reduced below two and thirty-one hundredths percent (2.31%) per Mcf, then the Parties shall within thirty (30) Days of written notice thereof from Buyer, renegotiate, subject to Section 1.9 of this Agreement, the Gathering and Processing Fee. If the Parties are unable to renegotiate the Gathering and Processing Fee, then Buyer may refuse to accept further deliveries of Seller’s Gas affected thereby or Buyer may at its option, upon thirty (30) Days’ prior written notice to Seller, release such affected Gas from the provisions of this Agreement. Buyer’s right to renegotiate the Gathering and Processing Fee or, upon the failure of such renegotiation, to refuse to accept further deliveries of Seller’s Gas affected thereby or release such affected Gas from the provisions hereof, shall apply to each successive reduction of the most restrictive quality specification for CO2 content of the Interconnecting Pipeline(s) that is below two and thirty-one hundredths percent (2.31%) per Mcf.
	4.		Service and Fee Description. Exhibit E shall be deleted in its entirety and replaced with Exhibit E attached hereto and made a part hereof.
	5.		Gas Volumes Committed. Exhibit F shall be deleted in its entirety and replaced with Exhibit F attached hereto and made a part hereof.
	6.		Standard Terms and Conditions. Exhibit A of the Agreement is amended to include the following new definition:

A. 57 Area of Interest shall mean that surface area described on Exhibit B.

     This Amendment may be executed in counterparts, each of which taken together shall constitute one and the same instrument.

     This Amendment shall be governed by and construed and enforced in accordance with the laws of the same jurisdiction as apply to the Agreement.

     Except as hereby amended, all terms and conditions contained in the Agreement shall remain in full force and effect. All future references to the Agreement shall be deemed to include this Amendment.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to be effective as of the Effective Date of this Amendment.

“Buyer”		“Seller”
XXXXXXXX PRODUCTION RMT COMPANY LLC		XXXXX NATURAL GAS COMPANY
By: /s/ Xxxx Xxxx		By: /s/Xxxxxx Xxxxxxxx
Printed Name: Xxxx Xxxx		Printed Name: Xxxxxx Xxxxxxxx
Title: Vice President		Title: Vice President
		“Seller” PETROLEUM DEVELOPMENT CORPORATION
		By: /s/Xxxxxx Xxxxxxxx
		Printed Name: Xxxxxx Xxxxxxxx
		Title: Vice President

EXHIBIT B

TO FIRST AMENDMENT

TO THE GAS PURCHASE AGREEMENT
DATED AS OF JUNE 1, 2006
between
XXXXXXXX PRODUCTION RMT COMPANY LLC
and
XXXXX NATURAL GAS COMPANY
and
PETROLEUM DEVELOPMENT CORPORATION

AREA OF INTEREST

All of Seller’s right, title, or interest in lands and the right to produce oil and/or Gas therefrom whether arising from fee ownership, working interest ownership, mineral ownership, leasehold ownership, or arising from any pooling, unitization or communitization of any of the foregoing rights in the acreage lying within the following townships in Garfield County, Colorado:

6S-97W
Section 12: S2
Section 13: NE
Section 24: ALL
Section 25: ALL
Section 36: Xxx 0, Xxx 0, Xxx 0, Xxx 0 (xxx XXX)

7S-97W
Section 1: ALL
Section 2: E2E2
Section 12: X0, X0X0X0, X0X0X0X0X0

0X-00X
Section 6: S2, NE
Section 7: N2, SE
Section 13: Xxx 0, Xxx 00, Xxx 00, Xxx 00, Xxx 13
Section 14: NESE, SESE
Section 24: Xxx 0, Xxx 0, Xxx 0
Xxxxxxx 00: NW
Section 18: X0

0X-00X
Section 4: Part of Xxx 0, Xxx 0, Xxxx xx XXXX, Part of SWNW, Part of NWSW, Part of NWSW, Lot 10,
Part of Xxx 00, Xxx 00
Section 5: Xxx 0, Xxx 0, Xxx 0, Xxx 00, Xxx 00 (xxx X0X0)
Section 7: ALL
Section 8: Xxx 0, Xxx 0, Xxx 0, Xxx 0, Xxx 7, Xxx 0, Xxx 00, Xxx 00, Xxx 00
Xxxxxxx 0: Xxx 00, Xxx 00, Xxx 00, Xxx 00 (xxx XX)
Section 16: Xxx 00, Xxx 00, XXXX, XXXX (xxx SW)
Section 17: Xxx 0, Xxx 0, Xxx 0, Xxx 0, Xxx 10, Lot 11, Xxx 00, Xxx 00, Xxx 00, Xxx 00, Xxx 00 (xxx W2)

EXHIBIT E

TO FIRST AMENDMENT

TO THE GAS PURCHASE AGREEMENT
DATED AS OF JUNE 1, 2006
between
XXXXXXXX PRODUCTION RMT COMPANY LLC
and
XXXXX NATURAL GAS COMPANY
and
PETROLEUM DEVELOPMENT CORPORATION

SERVICE AND FEE DESCRIPTION

I.		For deliveries from June 1, 2006 through May 31, 2009, the Gathering and Processing Fees and the Excess CO2 Fee will be fixed at the values actually charged in the applicable Settlement Statements for the respective months during that period.
II.		For deliveries from and after June 1, 2009, the following fees will apply, subject to the annual escalation of fees described in III. below:

				FL&U		FL&U
Gathering and		Gathering and		(Low pressure		(High pressure		Low Delivery		Excess CO2
Processing Fee		Processing Fee		receipt points)		receipt points)		Fee		Treating Fee
$ [*] per MMBtu Received at a Low Pressure Receipt Point		$ [*] per MMBtu Received at a High Pressure Receipt Point		Actual usage (initially [*] %)		Actual usage (initially [*] %)		$[*] per Accounting Period per Receipt Point		$ [*] per Mcf for each 1.00%, or part thereof, Greater than 3.00%

III. Beginning on June 1, 2010, and annually at the beginning of each Contract Year thereafter, Buyer shall adjust the Gathering and Processing Fees and the Excess CO₂ Treating Fee stated above by a percentage equal to the annual average percentage change, from the preceding Contract Year, in the cumulative implicit Gross Domestic Product price deflator (“GDPDEF”) computed and published by the U.S. Department of Commerce. Provided, however, that the adjustment shall never result in the Gathering and Processing Fees and the Excess CO₂ Treating Fee being less than the fees stated in the table below.

				FL&U		FL&U
Gathering and		Gathering and		(Low pressure		(High pressure		Low Delivery		Excess CO2
Processing Fee		Processing Fee		receipt points)		receipt points)		Fee		Treating Fee
$ [*] per MMBtu Received at a Low Pressure Receipt Point		$ [*] per MMBtu Received at a High Pressure Receipt Point		Actual usage (initially [*] %)		Actual usage (initially [*] %)		$ [*] per Accounting Period per Receipt Point		$ [*] per Mcf for each 1.00%, or part thereof, Greater than 3.00%

An example of the annual average percentage change in the GDPDEF factor calculation for the adjustment of rates is shown below:

Current Contract Year
That year (2nd Quarter)			107.215
That year (1st Quarter)			107.021
Prior year (4th Quarter)			106.515
Prior year (3rd Quarter)			105.942
Annual Average GDPDEF:			106.673
Preceding Contract Year
That year (2nd Quarter)			106.754
That year (1st Quarter)			106.012
Prior year (4th Quarter)			105.211
Prior year (3rd Quarter)			104.262
Annual Average GDPDEF:			105.560
Annual Average GDPDEF — Current Contract Year:			106.673
Annual Average GDPDEF — Preceding Contract Year:			105.560
Annual Average Percentage Change Effective for the current Contract Year:
106.673 / 105.560 =			1.011
Gathering and Processing Fee preceding Contract Year:		$	[*]
Adjusted Gathering and Processing Fee, current Contract Year;		$	[*]

EXHIBIT F

TO FIRST AMENDMENT

TO THE GAS PURCHASE AGREEMENT
DATED AS OF JUNE 1, 2006
between
XXXXXXXX PRODUCTION RMT COMPANY LLC
and
XXXXX NATURAL GAS COMPANY
and
PETROLEUM DEVELOPMENT CORPORATION

GAS VOLUMES COMMITTED

						Seller's Original				Adjustment to Seller’s				Seller's Amended
						Annual Volume				Annual Volume				Annual Volume
Contract Year						(in MMBtu)				(in MMBtu)				(in MMBtu)
	1.			June 1, 2006 — August 31, 2006			1,978,000			no change				no change
	1.			September 1, 2006 — May 31, 2007			15,578,760			no change				no change
	2.			June 1, 2007 — May 31, 2008			22,890,878			no change				no change
	3.			June 1, 2008 — May 31, 2009			32,393,817			no change				no change
				Sub Total: Contract Year 1-3			72,841,455
	4.			June 1, 2009 — May 31, 2010			35,164,648				(15,164,648	)			20,000,000
	5.			June 1, 2010 — May 31, 2011			35,415,768				(15,415,768	)			20,000,000
	6.			June 1, 2011 — May 31, 2012			36,204,441				(16,204,441	)			20,000,000
	7.			June 1, 2012 — May 31, 2013			36,588,969				(16,588,969	)			20,000,000
	8.			June 1, 2013 — May 31, 2014			31,880,469				12,300,000				44,180,469
	9.			June 1, 2014 — May 31, 2015			25,068,839				12,300,000				37,368,839
	10.			June 1, 2015 — May 31, 2016			19,328,393				12,300,000				31,628,393
	11.			June 1, 2016 — May 31, 2017			14,757,224				12,300,000				27,057,224
	12.			June 1, 2017 — May 31, 2018			11,887,191				12,300,000				24,187,191
	13.			June 1, 2018 — May 31, 2019			9,750,519				12,300,000				22,050,519
	14.			June 1, 2019 — May 31, 2020			7,635,618				12,300,000				19,935,618
	15.			June 1, 2020 — May 31, 2021			5,771,836				12,300,000				18,071,836
				Sub Total: Contract Year 4-15			269,453,915				35,026,174				304,480,089