On May 22, 2009 Petroleum Development Corporation (the "Company") entered into a Sixth Amendment (the "Sixth Amendment") to its Credit Facility with JPMorgan Chase Bank, N.A. acting as the arranger of an eleven bank syndicate dated as of November 4, 2005, and previously amended (the "Credit Facility"). The Sixth Amendment extends the maturity to May 22, 2012, decreases the available amount from $375 Million to $350 Million, and also amends certain covenants, including, but not limited to, the following:

· Increase of the Maximum Facility Amount to $500 million from $400 million
· Increase of the unsecured debt basket in section 7.01(i) to $450 million from $350 million
· Amendment of the ratio of Consolidated Funded Indebtedness to Consolidated EBITDA from 3.75x to:
o 4.25x through December 31, 2010

o 4.00x through June 30, 2011

o 3.75x thereafter

· Amended Pricing grid:
Borrowing Base
Utilization LIBOR Margin ABR Loans1 Commitment Fee

    < 25%         2.25%       1.375%       0.50%
 >= 25% < 50%     2.50%       1.625%       0.50%
 >= 50% < 75%     2.75%       1.875%       0.50%
 >= 75% < 90%     3.00%       2.125%       0.50%
    >= 90%        3.25%       2.375%       0.50%

1 ABR to be the greater of prime, Fed Funds + 50 bps or 1 month LIBOR + 100 bps

The above descriptions are qualified entirely by reference to the copy of the Sixth Amendment, which is attached as Exhibit 10.1 and incorporated by reference herein.