0001104659-17-070930 Sample Contracts

PDC ENERGY, INC.
Registration Rights Agreement • November 29th, 2017 • PDC Energy, Inc. • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT dated November 29, 2017 (this “Agreement”) is entered into by and among PDC Energy, Inc., a Delaware corporation (the “Company”), PDC Permian, Inc., a Delaware corporation (the “Subsidiary Guarantor”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) 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. as Issuer PDC Permian, Inc. as Subsidiary Guarantor and U.S. Bank National Association as Trustee
Indenture • November 29th, 2017 • PDC Energy, Inc. • Crude petroleum & natural gas • New York

INDENTURE, dated as of NOVEMBER 29, 2017, between PDC ENERGY, INC., a DELAWARE corporation, as the Company, PDC PERMIAN, INC., a DELAWARE corporation, as Subsidiary Guarantor, and U.S. BANK NATIONAL ASSOCIATION, as Trustee.

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