SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 4th, 2009 • Petroleum Development Corp • Crude petroleum & natural gas • Illinois
SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of October 29, 2009, 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).
CONTRIBUTION AGREEMENT by and among PDC MOUNTAINEER, LLC, as the Company, PETROLEUM DEVELOPMENT CORPORATION as the Contributor, and LR-MOUNTAINEER HOLDINGS, L.P. as the Investor October 29, 2009Contribution Agreement • November 4th, 2009 • Petroleum Development Corp • Crude petroleum & natural gas • Texas
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of October 29, 2009, by and among PDC Mountaineer, LLC, a Delaware limited liability company (the “Company”), Petroleum Development Corporation, a Nevada Corporation (the “Contributor”), and LR-Mountaineer Holdings, L.P., a Delaware limited partnership (“Investor”). The Company and Contributor may be separately referred to herein as a “Party” and collectively as the “Parties.” For the avoidance of doubt, Investor is a party to this Agreement solely for the purpose of enforcing the rights of the Company against Contributor and the rights specifically granted to Investor hereunder, and Investor shall have no liabilities or obligations to Contributor or the Company by virtue of being a party hereto.
LIMITED LIABILITY COMPANY AGREEMENT OF PDC MOUNTAINEER, LLC (A Delaware limited liability company) Dated as of October 29, 2009Limited Liability Company Agreement • November 4th, 2009 • Petroleum Development Corp • Crude petroleum & natural gas • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF PDC MOUNTAINEER, LLC, dated and effective as of October 29, 2009 (this “Agreement”), is entered into by and between Petroleum Development Corporation, a Nevada corporation (“PDC”), and LR-Mountaineer Holdings, L.P. a Delaware limited partnership (“Investor”). Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in Article XI.
