0001193125-08-027648 Sample Contracts

PETROLEUM DEVELOPMENT CORPORATION as the Company and THE BANK OF NEW YORK as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 8, 2008 To INDENTURE Dated as of February 8, 2008 12% SENIOR NOTES DUE 2018
Indenture • February 12th, 2008 • Petroleum Development Corp • Drilling oil & gas wells • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of February 8, 2008 (this “First Supplemental Indenture”), by and between PETROLEUM DEVELOPMENT CORPORATION, a corporation duly organized and existing under the laws of the State of Nevada (the “Company”) and THE BANK OF NEW YORK, a New York banking corporation, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

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REGISTRATION RIGHTS AGREEMENT by and among PETROLEUM DEVELOPMENT CORPORATION and MORGAN STANLEY & CO. INCORPORATED, BNP PARIBAS SECURITIES CORP., and WACHOVIA CAPITAL MARKETS, LLC Dated as of February 8, 2008
Registration Rights Agreement • February 12th, 2008 • Petroleum Development Corp • Drilling oil & gas wells • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 8, 2008, by and among Petroleum Development Corporation, a Nevada corporation (the “Company”), and Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc., BNP Paribas Securities Corp. and Wachovia Capital Markets, LLC (collectively, the “Initial Purchasers”), which have agreed to purchase the Company’s 12% Senior Notes due 2018 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below).

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