Exhibit 10.1 


 


SIXTH
Amendment


to


Sixth Amended
and Restated Credit Agreement


 


This SIXTH
Amendment to Sixth Amended and Restated Credit Agreement (this “Sixth Amendment”), dated as of June 8, 2021
(the “Sixth Amendment Effective Date”), is by and among SM Energy Company,
a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders
that is a party hereto; and Wells Fargo Bank, NATIONAL ASSOCIATION, as administrative agent
for the Lenders (in such capacity, together with its successors in such capacity, by operation of law or as otherwise provided in the
Credit Agreement referred to below, the “Administrative Agent”), the Swingline Lender, and the Issuing Bank.


 


RECITALS


 


(A)       The
Borrower, the Administrative Agent and the Lenders are party to that certain Sixth Amended and Restated Credit Agreement dated as of September
28, 2018 (as amended, supplemented, or otherwise modified prior to the date hereof, the “Credit Agreement”), pursuant
to which the Lenders have made certain credit available to and on behalf of the Borrower;


 


(B)       The
Borrower has advised the Administrative Agent that it intends to issue certain unsecured Senior Notes after the Sixth Amendment Effective
Date and before the date on which the New Borrowing Base Notice is delivered pursuant to Section 2.07(d) of the Credit Agreement with
respect to the October 1, 2021 Scheduled Redetermination of the Borrowing Base (such unsecured Senior Notes, the “2028 Notes”);


 


(C)       The
Administrative Agent, the Lenders party hereto, and the Borrower have agreed to make certain amendments and modifications to the Credit
Agreement as more particularly set forth herein and to be effective as of the Sixth Amendment Effective Date; and


 


The parties hereto agree as
follows:


 


Section
1.                Defined
Terms. Each capitalized term that is defined in the Credit Agreement, but that is not defined in this Sixth Amendment, shall have
the meaning ascribed to such term in the Credit Agreement. Unless otherwise indicated, all section references in this Sixth Amendment
refer to the Credit Agreement.


 


Section
2.                Amendments.
In reliance on the representations, warranties, covenants and agreements contained in this Sixth Amendment, and subject to the satisfaction
of the conditions precedent set forth in Section 3 hereof, the Credit Agreement shall be amended, effective as of the Sixth
Amendment Effective Date in the manner provided in this Section 2.


 






     


     


    

 


2.1          
Amendments to Section 1.02.


 


(a)                  
Section 1.02 of the Credit Agreement is hereby amended by inserting the following definitions in appropriate alphabetical
order, which shall read in full as follows:


 





“2024
Notes” means those certain 5.00% Senior Notes of the Borrower due January 15, 2024 in a principal amount as of the Sixth Amendment
Effective Date of $277,034,000.00.


 


“2028
Notes” means those certain unsecured Senior Notes of the Borrower issued after the Sixth Amendment Effective Date and before
the date on which the New Borrowing Base Notice is delivered pursuant to Section 2.07(d) with respect to the October 1, 2021 Scheduled
Redetermination of the Borrowing Base.


 


“Sixth
Amendment Effective Date” means June 8, 2021.


 


(b)                  
Section 1.02 of the Credit Agreement is hereby amended (a) by inserting “; provided, that the 2028 Notes may
contain non-financial covenants which are more onerous to any Loan Party than those imposed by the Refinanced Debt” immediately
after “new Debt does not contain any covenants which are more onerous to any Loan Party than those imposed by the Refinanced Debt”
in the definition of “Permitted Refinancing Debt” and (b) inserting “; provided, that only 2028 Notes in an aggregate
principal amount of not more than $400,000,000.00 shall, subject to the other provisions of this definition, constitute “Permitted
Refinancing Debt” immediately before the “.” therein.


 


2.2          
Amendment to Section 9.04(b)(iii). Section 9.04(b)(iii) of the Credit Agreement is hereby amended to insert “
, the 2022 Notes or the 2024 Notes” immediately after “Redeem Other Debt that is permitted by Section 9.02(i)”
therein.


 


2.3           Amendment to Section 9.04(b)(iv). Section 9.04(b)(iv) of the Credit Agreement is hereby amended to insert “
or, solely to the extent no 2021 Convertible Notes (or any Permitted Refinancing Debt in respect thereof with a maturity date before the
Maturity Date at the time of such incurrence) or 2022 Notes are then outstanding, the 2024 Notes” immediately after “or 2022
Notes” therein.


 


Section
3.             Conditions
Precedent. This Sixth Amendment shall be effective upon the date of the receipt by the Administrative Agent of the following documents
and satisfaction of the other conditions provided in this Section 3, each of which shall be reasonably satisfactory to the Administrative
Agent in form and substance:


 


3.1           Prospectus Supplement. The Administrative Agent shall have received a copy of the draft Prospectus Supplement for
the 2028 Notes.


 


3.2           Counterparts. The Administrative Agent shall have received counterparts hereof duly executed by the Borrower and
each of the Lenders constituting at least the Majority Lenders, which may be delivered by the means described in Section 5.3 (or,
in the case of any party as to which an executed counterpart shall not have been received, email, facsimile, or other written or electronic
confirmation from such party of execution of a counterpart hereof by such party).


 


3.3           Fees
and Expenses. The Borrower shall have paid to the Administrative Agent any and all fees and expenses, including reasonable
out-of-pocket expenses payable to the Administrative Agent and the Lenders pursuant to or in connection with this Sixth Amendment in
accordance with Section 12.03(a) of the Credit Agreement.





 






    Sixth Amendment to
 SM Energy Company Sixth Amended and Restated Credit Agreement
 Page - 2 


     


    

 


3.4             
No Event of Default or Deficiency. No Event of Default shall have occurred which is continuing and the Aggregate
Revolving Credit Exposures shall not exceed the Borrowing Base.


 


3.5             
Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent or
its counsel may reasonably request.


 


For purposes of determining
satisfaction of the conditions specified in this Section 3, each Lender that has signed this Sixth Amendment shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 3 to
be consented to or approved by or acceptable or satisfactory to a Lender, unless the Administrative Agent shall have received notice from
such Lender prior to the Sixth Amendment Effective Date specifying its objection thereto. The Administrative Agent shall notify Borrower
and each Lender of the Sixth Amendment Effective Date and such notice shall be conclusive and binding.


 


Section
4.                Reaffirm
Existing Representations and Warranties. The Borrower hereby (a) acknowledges the terms of this Sixth Amendment and the Credit
Agreement; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which
it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby;
and (c) represents and warrants to the Lenders that, as of the date hereof, after giving effect to the terms of this Sixth Amendment:
(i) all of the representations and warranties contained in each Loan Document to which the Borrower is a party are true and correct in
all material respects (or, if already qualified by materiality, Material Adverse Effect, or a similar qualification, true and correct
in all respects) as of the Sixth Amendment Effective Date (unless any such representation or warranty relates solely to a specific earlier
date, in which case, such representation or warranty was true and correct in all material respects (or, if already qualified by materiality,
Material Adverse Effect, or a similar qualification, true and correct in all respects) as of such earlier date); (ii) no Default or Event
of Default has occurred and is continuing and the Aggregate Revolving Credit Exposures do not exceed the Borrowing Base; (iii) since the
date of the most recent balance sheet delivered pursuant to Section 8.01(a) of the Credit Agreement, no Material Adverse Effect has occurred;
(iv) the execution, delivery and performance by the Borrower of this Sixth Amendment are within Borrower’s corporate powers, have
been duly authorized by all necessary corporate action, require no consent or approval of, or filing with, any governmental body, agency
or official and do not violate any provision of applicable law or any agreement binding upon Borrower or any other Loan Party, except
for violations of agreements that would not reasonably be expected to have a Material Adverse Effect; and (v) this Sixth Amendment constitutes
the valid and binding obligation of the Borrower enforceable in accordance with its terms, except as (A) the enforceability thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditor’s rights generally, and (B) the
availability of equitable remedies may be limited by equitable principles of general application, regardless of whether considered in
a proceeding in equity or at law.


 






    Sixth Amendment to
 SM Energy Company Sixth Amended and Restated Credit Agreement
 Page - 3 


     


    

 


Section 5.               
Miscellaneous.


 


5.1             
Confirmation. The provisions of the Credit Agreement (as amended by this Sixth Amendment) shall remain in full force
and effect in accordance with its terms following the effectiveness of this Sixth Amendment. This Sixth Amendment shall constitute a Loan
Document.


 


5.2             
No Waiver. Neither the execution by the Administrative Agent or the Lenders party hereto of this Sixth Amendment,
nor any other act or omission by the Administrative Agent or the Lenders or their officers in connection herewith, shall be deemed a waiver
by the Administrative Agent or the Lenders of any Defaults or Events of Default which may exist on or after the Sixth Amendment Effective
Date, which may have occurred prior to the Sixth Amendment Effective Date or which may occur in the future under the Credit Agreement
and/or the other Loan Documents. Similarly, nothing contained in this Sixth Amendment shall directly or indirectly in any way whatsoever
either: (a) impair, prejudice or otherwise adversely affect the Administrative Agent’s or the Lenders’ right at any time to
exercise any right, privilege or remedy in connection with the Loan Documents with respect to any Default or Event of Default, (b) except
as provided herein, amend or alter any provision of the Credit Agreement, the other Loan Documents, or any other contract or instrument,
or (c) constitute any course of dealing or other basis for altering any obligation of the Borrower or any right, privilege or remedy of
the Administrative Agent or the Lenders under the Credit Agreement, the other Loan Documents, or any other contract or instrument. Nothing
in this Sixth Amendment shall be construed to be a consent by the Administrative Agent or the Lenders to any Default or Event of Default.
Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”
or any other word or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference
in any other Loan Document to the Credit Agreement or any word or words of similar import shall be and mean a reference to the Credit
Agreement as amended hereby.


 


5.3             
Counterparts. This Sixth Amendment may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery
of an executed signature page to this Sixth Amendment by facsimile transmission or other electronic transmission (including .pdf) shall
be as effective as delivery of a manually executed counterpart of this Sixth Amendment. The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with
this Sixth Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping
of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 


5.4             
Expenses. As provided in Section 12.03 of the Credit Agreement and subject to the limitations included therein, the
Borrower hereby agrees to pay on demand all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with
the negotiation, preparation, and execution of this Sixth Amendment and all related documents, including, without limitation, the reasonable
fees, charges, and disbursements of outside counsel.


 









    Sixth Amendment to
 SM Energy Company Sixth Amended and Restated Credit Agreement
 Page - 4 


     


    

 


5.5             
 Successors and Assigns. This Sixth Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.


 


5.6             
Severability. Any provision of this Sixth Amendment held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the
validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction.


 


5.7             
No Oral Agreement. This Sixth Amendment, the Credit Agreement and the other Loan Documents and any separate letter
agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties hereto relating to
the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the
subject matter hereof and thereof. This Sixth Amendment, the Credit Agreement and the other Loan Documents represent the final agreement
among the parties hereto and thereto and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of
the parties. There are no unwritten oral agreements between the parties.


 


5.8             
Governing Law. This SIXTH AMENDMENT (including,
but not limited to, the validity and enforceability hereof) shall be governed by, and construed in accordance with, the laws of the State
of New York.


 


[Signature Pages to Follow]


 









    Sixth Amendment to
 SM Energy Company Sixth Amended and Restated Credit Agreement
 Page - 5 


     


    

 


The parties hereto have caused
this Sixth Amendment to be duly executed effective as of the date first written above.


 


	BORROWER:	SM ENERGY COMPANY
	 	 
	 	By:	/s/ A. Wade Pursell
	 	 
	 	 	A. Wade Pursell
	 	 	Executive Vice President and Chief
	 	 	Financial Officer




 


[SIGNATURE PAGE TO SIXTH AMENDMENT TO 

SIXTH AMENDED AND RESTATED CREDIT AGREEMENT – SM ENERGY COMPANY]


 






     


     


    

 





	AGENTS AND LENDERS:	WELLS FARGO BANK, NATIONAL
	 	ASSOCIATION, Individually and as
	 	Administrative Agent, Swingline Lender and Issuing Bank
	 	 
	 	By:	/s/ Jonathan Herrick
	 	Name:	Jonathan Herrick
	 	Title:	Director







 


[SIGNATURE PAGE TO SIXTH AMENDMENT TO


SIXTH AMENDED AND RESTATED CREDIT AGREEMENT – SM ENERGY COMPANY]


 






     


     


    

 


	 	BANK OF AMERICA, NATIONAL ASSOCIATION, Individually and as Co-Syndication Agent
	 	 
	 	By:  	/s/ Ronald E. Mckaig
	 	Name:	 Ronald E. Mckaig
	 	Title:	Managing Director







 


[SIGNATURE PAGE TO SIXTH AMENDMENT TO

 SIXTH AMENDED AND RESTATED CREDIT AGREEMENT – SM ENERGY COMPANY]


 






     


     


    

 


	 	JPMorgan Chase Bank, N.A.,

                                                                                Individually and as Co-Syndication Agent

	 	 
	 	By:   	/s/ Jo Linda Papadakis
	 	Name: 	Jo Linda Papadakis
	 	Title:	Authorized Officer







 


[SIGNATURE PAGE TO SIXTH AMENDMENT TO 

SIXTH AMENDED AND RESTATED CREDIT AGREEMENT – SM ENERGY COMPANY]


 






     


     


    

 


	 	BBVA USA (f/k/a COMPASS BANK), Individually and as Co-Documentation Agent
	 	 
	 	By:  	 /s/
    Julia Barnhill
	 	Name:	Julia Barnhill
	 	Title:	Vice President







 


[SIGNATURE PAGE TO SIXTH AMENDMENT TO

 SIXTH AMENDED AND RESTATED CREDIT AGREEMENT – SM ENERGY COMPANY]


 






     


     


    

 



 


	 	COMERICA
    BANK
	 	 
	 	By:	/s/ Caroline M. McClurg
	 	Name: 	Caroline M. McClurg
	 	Title:	Senior Vice President







 


[SIGNATURE
PAGE TO SIXTH AMENDMENT TO


SIXTH
AMENDED AND RESTATED CREDIT AGREEMENT – SM ENERGY COMPANY]


 






     


     


    

 


	 	BARCLAYS
    BANK PLC
	 	 
	 	By:
    	/s/
Sydney G. Dennis
	 	Name: 	Sydney G. Dennis       
	 	Title:	Director







 


[SIGNATURE
PAGE TO SIXTH AMENDMENT TO


SIXTH
AMENDED AND RESTATED CREDIT AGREEMENT – SM ENERGY COMPANY]


 






     


     


    

 


	 	ROYAL
    BANK OF CANADA
	 	 
	 	By:	/s/
Kristan Spivey
	 	Name:	Kristan Spivey
	 	Title:	Authorized Signatory







 


[SIGNATURE PAGE TO SIXTH AMENDMENT TO


SIXTH AMENDED AND RESTATED CREDIT AGREEMENT – SM ENERGY COMPANY]


 






     


     


    

 


	 	BOKF,
    NA dba Bank of Oklahoma
	 	 
	 	By:	/s/
Taryn Watson
	 	Name:	Taryn Watson
	 	Title:	Vice President







 


[SIGNATURE PAGE TO SIXTH AMENDMENT TO


SIXTH AMENDED AND RESTATED CREDIT AGREEMENT – SM ENERGY COMPANY]


 






     


     


    

 


	 	CAPITAL
    ONE, National Association
	 	 
	 	By:	/s/
Cameron Breitenbach
	 	Name:	Cameron Breitenbach
	 	Title:	Director







 


[SIGNATURE
PAGE TO SIXTH AMENDMENT TO


SIXTH
AMENDED AND RESTATED CREDIT AGREEMENT – SM ENERGY COMPANY]


 






     


     


    

 


	 	GOLDMAN
    SACHS BANK USA
	 	 
	 	By:	/s/
Dan Martis
	 	Name:	Dan Martis
	 	Title:	Authorized Signatory







 


[SIGNATURE
PAGE TO SIXTH AMENDMENT TO


SIXTH
AMENDED AND RESTATED CREDIT AGREEMENT – SM ENERGY COMPANY]


 






     


     


    

 


	 	KEYBANK
    NATIONAL ASSOCIATION
	 	 
	 	By:	 /s/ George E. McKean
	 	Name:	 George E. McKean
	 	Title:	Senior Vice President







 


[SIGNATURE PAGE TO SIXTH AMENDMENT TO


SIXTH AMENDED AND RESTATED CREDIT AGREEMENT – SM ENERGY COMPANY]


 






     


     


    

 


	 	THE
    BANK OF NOVA SCOTIA, HOUSTON BRANCH
	 	 
	 	By:	 /s/ Marc Graham
	 	Name: 	Marc Graham
	 	Title:	Managing Director




 


[SIGNATURE PAGE TO SIXTH AMENDMENT TO


SIXTH AMENDED AND RESTATED CREDIT AGREEMENT – SM ENERGY COMPANY] 


 






     


     


    

 





	 	U.S.
    BANK NATIONAL ASSOCIATION
	 	 
	 	By:	 /s/ John C. Lozano
	 	Name:	John C. Lozano
	 	Title:	Senior Vice President







 


[SIGNATURE PAGE TO SIXTH AMENDMENT TO


SIXTH AMENDED AND RESTATED CREDIT AGREEMENT – SM ENERGY COMPANY]