0001193125-12-413710 Sample Contracts

PDC ENERGY, INC.
Registration Rights Agreement • October 3rd, 2012 • PDC Energy, Inc. • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT dated October 3, 2012 (this “Agreement”) is entered into by and among PDC Energy, Inc., a Nevada corporation (the “Company”), and J.P. Morgan Securities LLC (“J.P. Morgan”) and the several other initial purchasers listed on Exhibit A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”).

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PDC ENERGY, INC. Purchase Agreement
Purchase Agreement • October 3rd, 2012 • PDC Energy, Inc. • Crude petroleum & natural gas • New York

PDC Energy, Inc., a Nevada 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”), $500,000,000 principal amount of its 7.750% Senior Notes due 2022 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of October 3, 2012 (the “Indenture”) among the Company and U.S. Bank, National Association, as trustee (the “Trustee”).

PDC Energy, Inc. as Issuer and U.S. Bank National Association as Trustee Indenture Dated as of October 3, 2012 7.750% Senior Notes Due 2022
Indenture • October 3rd, 2012 • PDC Energy, Inc. • Crude petroleum & natural gas • New York

INDENTURE, dated as of OCTOBER 3, 2012, between PDC ENERGY, INC., a NEVADA corporation, as the Company and U.S. BANK NATIONAL ASSOCIATION, as Trustee.

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