0001104659-16-144888 Sample Contracts

PDC ENERGY, INC.
Registration Rights Agreement • September 15th, 2016 • PDC Energy, Inc. • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT dated September 15, 2016 (this “Agreement”) is entered into by and among PDC Energy, Inc., a Delaware 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. as Issuer and U.S. Bank National Association as Trustee
Indenture • September 15th, 2016 • PDC Energy, Inc. • Crude petroleum & natural gas • New York

INDENTURE, dated as of SEPTEMBER 15, 2016, between PDC ENERGY, INC., a DELAWARE corporation, as the Company and U.S. BANK NATIONAL ASSOCIATION, as Trustee.

PDC ENERGY, INC. Purchase Agreement
Purchase Agreement • September 15th, 2016 • PDC Energy, Inc. • Crude petroleum & natural gas • New York

PDC Energy, Inc., a Delaware 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”), $400,000,000 principal amount of its 6.125% Senior Notes due 2024 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of September 15, 2016 (the “Indenture”) among the Company and U.S. Bank National Association, as trustee (the “Trustee”).

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