Exhibit 10.1


 





FIRST AMENDMENT TO FOURTH AMENDED AND
RESTATED CREDIT AGREEMENT


 


THIS FIRST AMENDMENT
TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of August 30, 2019, by and among
PDC ENERGY, INC., a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent
for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”),
and each of the Lenders party hereto.


 


W I T N E S S E T H:


 


WHEREAS, the Borrower,
the Administrative Agent and the Lenders entered into that certain Fourth Amended and Restated Credit Agreement, dated as of May
23, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
for the purpose and consideration therein expressed, whereby the Lenders became obligated to make loans to the Borrower as therein
provided;


 


WHEREAS, the Borrower
has requested, and the Administrative Agent and the Lenders constituting the Majority Lenders have agreed, as set forth herein,
to amend certain provisions of the Credit Agreement;


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained herein and in the Credit Agreement, in consideration of the loans
which may hereafter be made by Lenders to the Borrower, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto do hereby agree as follows:


 


ARTICLE I.



DEFINITIONS AND REFERENCES


 


Section 1.1.         
Defined Terms. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined
in the Credit Agreement shall have the same meanings whenever used in this Amendment. Unless otherwise specified, all section references
in this Amendment refer to sections of the Credit Agreement.


 


ARTICLE II. 


 


AMENDMENTS TO CREDIT
AGREEMENT


 


Section 2.1.         
Amendments to Section 1.02. The following defined terms are hereby amended and restated in their entirety or added
in their entirety in the appropriate alphabetical order, as applicable, in each case, to read as follows:


 


“BHC
Act Affiliate” of a party means an “affiliate’ (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


 


“Covered Entity”
means any of the following:


 






     


     


    

 


(a)       a
“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(b)       a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(c)       a
“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered Party”
has the meaning assigned to it in Section 12.22.


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable.


 


“Existing
SRC Letter of Credit” means each letter of credit that is issued and outstanding under the SRC Credit Agreement immediately
prior to the SRC Merger Closing Date.


 


“First
Amendment” means that certain First Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 30,
2019, among the Borrower, the Administrative Agent and the Lenders party thereto.


 


“First
Amendment Effective Date” has the meaning given to such term in the First Amendment.


 


“First
Amendment Fee Letter” means that certain fee letter, dated as of August 25, 2019, by and between the Borrower and JPMorgan
Chase Bank, N.A (as amended, amended and restated, supplemented or otherwise modified from time to time).


 


“First
Amendment Lead Arranger” means JPMorgan Chase Bank, N.A., in its capacity as sole lead arranger and bookrunner in connection
with the First Amendment.


 


“No
Conflicts With Organizational Documents Representation” means a representation made by the Borrower that the consummation
of the SRC Merger Transactions does not violate any Organizational Document of any Credit Party.


 


“Organizational
Document” means, with respect to any Person, (a) in the case of any corporation, the articles or certificate of incorporation
and by-laws (or similar documents) of such Person, and (b) in the case of any limited liability company, the certificate of formation
and limited liability company agreement (or similar documents) of such Person.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 


“QFC
Credit Support” has the meaning assigned to it in Section 12.22.


 


“Replacement
LC Issuing Bank” means Wells Fargo Bank, N.A., in its capacity as an Issuing Bank.


 






    2


     


    

 


“Replacement
Letter of Credit” means a Letter of Credit issued on the SRC Merger Closing Date by the Replacement LC Issuing Bank in
replacement of an Existing SRC Letter of Credit; provided that the amount of such Letter of Credit does not exceed the amount
of the Existing SRC Letter of Credit replaced by such Letter of Credit.


 


“Signing
Date” means August 25, 2019.


 


“Specified
Representations” means the No Conflicts With Organizational Documents Representation and the representations and warranties
set forth in Sections 7.01 (as such representation relates to valid existence of the Credit Parties), Section 7.02
(as such representation and warranty relates to the requisite power and authority of the Credit Parties to execute and deliver
the First Amendment, the due authorization, execution and delivery by the Borrower of the First Amendment, and the enforceability
of this Agreement (as amended by the First Amendment)), Section 7.08, Section 7.20; Section 7.21 (with such
representation and warranty made as of the SRC Merger Closing Date after giving effect to the SRC Merger Transactions); the last
sentence of Section 7.22 (as such representation relates to the use of proceeds) and, subject to the proviso in clause (b)
of the definition of “SRC Merger Funds Borrowing Conditions”, Section 7.24 (as such representation and warranty
relates to the creation, validity and perfection of the security interests in the Collateral in favor of the Administrative Agent
for the benefit of the Secured Parties).


 


“SRC”
means SRC Energy, Inc., a Colorado corporation.


 


“SRC
Credit Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of April 2, 2018, as amended
from time to time, among SRC, as borrower, SunTrust Bank, as administrative agent, swingline lender and issuing bank and the lenders
and other parties from time to time party thereto.


 


“SRC
Merger” means the merger of SRC with and into the Borrower pursuant to the SRC Merger Agreement, with the Borrower as
the surviving Person.


 


“SRC
Merger Agreement” means that certain Agreement and Plan of Merger, dated as of August 25, 2019, by and between SRC and
the Borrower, together with all exhibits, schedules and disclosure letters thereto”.


 


“SRC
Merger Agreement Representations” means those representations and warranties made by SRC in the SRC Merger Agreement
(as in effect on the Signing Date) that are material to the interests of the Lenders (in their capacities as such), but only to
the extent that the Borrower has the right to terminate its obligations under the SRC Merger Agreement or decline to consummate
the SRC Merger as a result of the failure of such representation or warranty to be accurate.


 


“SRC
Merger Closing Date” means the first date on which each of the SRC Merger Funds Borrowing Conditions has been satisfied
(or waived in accordance with Section 12.02).


 






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“SRC
Merger Funds Borrowing” means a Revolving Credit Borrowing, the proceeds of which will be used solely for one or more
SRC Merger Funds Purposes.


 


“SRC
Merger Funds Borrowing Conditions” means each of the following:


 


(a)       
the First Amendment Effective Date shall have occurred;


 


(b)       the
Borrower and SRC shall have entered into the SRC Merger Agreement on terms and conditions satisfactory to the First Amendment Lead
Arranger (it being understood and agreed that the SRC Merger Agreement as in effect on the Signing Date is satisfactory to the
First Amendment Lead Arranger);


 


(c)       since
the Signing Date, the Borrower shall not have waived, amended, or provided any consent with respect to, any term or condition of
the SRC Merger Agreement in a manner that materially and adversely affects the interests of the Lenders in their capacities as
such without the prior written consent of the First Amendment Lead Arranger (such consent not to be unreasonably withheld, delayed
or conditioned) (it being understood and agreed that any change in the Exchange Ratio (as defined in the SRC Merger Agreement (as
in effect on the Signing Date)) shall be deemed not to be adverse to the interests of the Lenders in their capacities as such));


 


(d)       the
SRC Merger shall have been consummated in accordance with the SRC Merger Agreement or will be consummated substantially concurrently
with the initial SRC Merger Funds Borrowing;


 


(e)       the
Administrative Agent shall have received (i) unaudited consolidated balance sheets and related statements of operations, equity
and cash flows of the Borrower and its Subsidiaries, for each subsequent fiscal quarter (other than the fourth fiscal quarter of
any fiscal year) ended at least forty-five (45) days before the SRC Merger Closing Date (in each case, together with the corresponding
comparative period from the prior fiscal year) and (ii) unaudited consolidated balance sheets and related statements of operations,
stockholders’ equity and cash flows of SRC and its Subsidiaries, for each subsequent fiscal quarter (other than the fourth
fiscal quarter of any fiscal year) ended at least forty-five (45) days before the SRC Merger Closing Date (in each case, together
with the corresponding comparative period from the prior fiscal year), provided that filing of the required financial statements
in clauses (i) and (ii) above on form 10-Q by the Borrower or SRC, as applicable, with the Securities and Exchange
Commission through the “Electronic Data Gathering, Analysis and Retrieval” system will satisfy the foregoing requirements;


 


(f)       the
Administrative Agent shall have received, at least three (3) business days prior to the SRC Merger Closing Date, to the extent
reasonably requested in writing by the Administrative Agent or its counsel at least ten (10) business days prior to the SRC Merger
Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including the USA PATRIOT Act;


 






    4


     


    

 


(g)       all
fees due to the Administrative Agent, the First Amendment Lead Arranger and the Lenders with respect to the First Amendment required
by the First Amendment and/or the First Amendment Fee Letter have been paid on or prior to the SRC Merger Closing Date shall have
been, or substantially concurrently with the initial SRC Merger Funds Borrowing on the SRC Merger Closing Date shall be paid, and
all expenses required to be paid or reimbursed to the Administrative Agent and the First Amendment Lead Arranger with respect to
the First Amendment that have been invoiced at least two (2) Business Days prior to the SRC Merger Closing Date shall have been,
or substantially concurrently with the initial SRC Merger Funds Borrowing on the SRC Merger Closing Date shall be, paid;


 


(h)       all
outstanding amounts in respect of the SRC Credit Agreement shall have been paid in full in cash substantially concurrently with
the SRC Merger Funds Borrowing on the SRC Merger Closing Date and the commitments thereunder terminated;


 


(i)       on
the SRC Merger Closing Date, after giving effect to the SRC Merger Transactions, neither the Borrower nor any of its Subsidiaries
shall have any material Debt for borrowed money other than (i) Debt arising under this Agreement, (ii) Debt permitted under this
Agreement, (iii) the 2021 Convertible Notes, (iv) the Borrower’s 6.125% senior unsecured notes due 2024, (v) the Borrower’s
5.75% senior unsecured notes due 2026 and (vi) the SRC Notes;


 


(j)       the
Specified Representations shall be true and correct in all material respects (or if any such representation and warranty is already
qualified by materiality, such representation and warranty shall be true and correct in all respects)and the SRC Merger Agreement
Representations shall be true and correct as set forth in Section 7.2(a) of the SRC Merger Agreement;


 


(k)       since
the Signing Date, there shall not have been any Company Material Adverse Effect (as defined in the SRC Merger Agreement (as in
effect on the Signing Date));


 


(l)       the
Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying as to the satisfaction
of the conditions contained in clause (d), clause (j) (solely with respect to the Specified Representations) and clause (k) of
the definition of SRC Merger Funds Borrowing Conditions;


 


(m)       the
Administrative Agent shall have received a SRC Merger Funds Borrowing Request; and


 


(n)       the
Administrative Agent shall have received a certificate from the principal financial officer of the Borrower, substantially in the
form attached hereto as Exhibit M.


 






    5


     


    

 


“SRC
Merger Funds Borrowing Request” means a Revolving Credit Borrowing Request submitted by the Borrower in accordance with
Section 2.03 (unless otherwise agreed by the Administrative Agent) that (a) is substantially in the form of Exhibit B
and (b) specifies that such Revolving Credit Borrowing shall be a SRC Merger Funds Borrowing.


 


“SRC
Merger Funds Purpose” means:


 


(a)       the
repayment of all outstanding amounts under the SRC Credit Agreement on the SRC Merger Closing Date;


 


(b)        the
payment on the SRC Merger Closing Date of any cash that is required to be paid by the Borrower pursuant to the SRC Merger
Agreement, other than cash consideration payable to SRC stockholders generally in respect of Company Common Stock (as defined in
the SRC Merger Agreement as in effect on the Signing Date), if any, (unless such cash consideration is paid in lieu of fractional
shares of Parent Common Stock (as defined in the SRC Merger Agreement as in effect on the Signing Date));


 


(c)       a
repurchase of any SRC Notes as a result of a Change of Control (as defined in the SRC Notes Indenture), if any, triggered by the
consummation of the SRC Merger; or


 


(d)       the
payment of fees and expenses incurred in connection with the First Amendment, the SRC Merger and any of the transactions described
in the foregoing clauses (a) through (c).


 


“SRC
Merger Transactions” means, collectively, the (a) SRC Merger, (b) the entry into and performance of the First Amendment,
(c) each SRC Merger Funds Borrowing and the use of the proceeds thereof and (d) payment of fees and expenses as described in clause
(d) of the definition of “SRC Merger Funds Purposes”.


 


“SRC
Notes” means SRC’s 6.250% senior unsecured notes due 2025 issued pursuant to the SRC Notes Indenture.


 


“SRC
Notes Indenture” means that certain Indenture, dated as of November 29, 2017, among SRC and U.S. Bank National Association,
as trustee (as amended, amended and restated, supplemented or otherwise modified from time to time).


 


“Supported
QFC” has the meaning assigned to it in Section 12.22.


 


“U.S. Special
Resolution Regime” has the meaning assigned to it in Section 12.22.


 


Section 2.2.         
Amendment to Section 2.03.


 


(a)       Section
2.03(a) is hereby amended by (i) deleting “and” at the end of Section 2.03(a)(ii), (ii) replacing the “.”
at the end of Section 2.03(a)(iii) with “;” and (iii) adding new Sections 2.03(a)(iv) and (a)(v) in their entirety
to read as follows:


 


“(iv)whether
such Borrowing is a SRC Merger Funds Borrowing; and


 






    6


     


    

 


(v)       if
such Borrowing is a SRC Merger Funds Borrowing, a certification that the proceeds of such SRC Merger Funds Borrowing shall be used
solely for one or more SRC Merger Funds Purposes.”


 


(b)       Section
2.03(d) is hereby amended and restated in its entirety to read as follows:


 


“(d)a
Revolving Credit Borrowing Request, once delivered to the Administrative Agent, shall not be revocable by the Borrower and (other
than a Revolving Credit Borrowing Request to refund, continue or convert any outstanding Revolving Credit Borrowing) shall constitute
a certification by the Borrower as of the date thereof that, in the case of a Revolving Credit Borrowing other than a SRC Merger
Funds Borrowing, the conditions set forth in Sections 6.02(a)(i) and (a)(ii) have been satisfied.”


 


Section 2.3.         
Amendments to Section 2.07.


 


(a)       Section
2.07 is hereby amended by replacing each reference to “Section 6.02” contained therein with a reference to “Section
6.02(a)”.


 


(b)       Section
2.07(b) is hereby amended by adding the following sentence in its entirety to the end thereof: 


 


“Notwithstanding
the conditions set out above in this Section 2.07(b), each issuance of a Replacement Letter of Credit on the SRC Merger
Closing Date at the request and for the account of the Borrower shall be subject only to the satisfaction of (x) the conditions
set forth in Sections 2.07(b)(i) and 2.07(b)(iii); provided, that, the conditions set forth in Section 2.07(b)(iii)
will be limited solely to delivery by the Borrower to the Replacement LC Issuing Bank of a duly completed Letter of Credit application
form and Letter of Credit application amendment form, each in the Replacement LC Issuing Bank’s standard form provided to
the Borrower on the First Amendment Effective Date and any other administrative and operational documents customarily required
to be delivered in connection with a Letter of Credit application form, it being understood that delivery of a Letter of Credit
Agreement shall not be required to be delivered pursuant to Section 2.07(b)(iii) as a condition precedent to the issuance
of the Replacement Letters of Credit and (y) each of the SRC Merger Funds Borrowing Conditions.”


 


Section 2.4.         
Amendment to Section 2.08.Section 2.08(c)(vi) is hereby amended by replacing the reference to “Sections
6.02(a) and (b)” contained therein with a reference to “Sections 6.02(a)(i) and (a)(ii)”.


 


Section 2.5.         
Amendment to Section 6.02.Section 6.02 is hereby amended and restated in its entirety to read as follows:


 


“Section
6.02Each Credit Event.


 






    7


     


    

 


(a)       The
obligation of each Lender to make a Loan on the occasion of any Borrowing other than a SRC Merger Funds Borrowing (including the
initial funding, but excluding a Revolving Credit Borrowing to continue or convert any outstanding Revolving Credit Borrowing),
and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit (but excluding any automatic renewal or extension
of any Letter of Credit, any amendment the sole purpose of which is to extend or renew any Letter of Credit or the issuance of
any Replacement Letter of Credit on the SRC Merger Closing Date), is subject to the satisfaction of the following conditions (or
waiver thereof in accordance with Section 12.02):


 


(i)       At
the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default shall have occurred and be continuing.


 


(ii)       The
representations and warranties of the Credit Parties set forth in this Agreement and in the other Loan Documents shall be true
and correct in all material respects (unless already qualified by materiality in which case such applicable representation and
warranty shall be true and correct) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension
of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to
an earlier date, in which case, on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension
of such Letter of Credit, as applicable, such representations and warranties shall continue to be true and correct in all material
respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct)
as of such specified earlier date.


 


(iii)       The
making of such Loan or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, would not conflict
with, or cause any Lender or any Issuing Bank to violate or exceed, any applicable Governmental Requirement.


 


(iv)       The
receipt by the Administrative Agent of a Revolving Credit Borrowing Request in accordance with Section 2.03 or a request
for a Letter of Credit in accordance with Section 2.07(b), as applicable.


 


Each request for a Borrowing
other than a SRC Merger Funds Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit
(other than the issuance of a Replacement Letter of Credit on the SRC Merger Closing Date) shall be deemed to constitute a representation
and warranty by the Borrower on the date thereof as to the matters specified in Section 6.02(a)(i) and (a)(ii).


 


(b)       The
obligation of (i) each Lender to make a Revolving Credit Loan on the occasion of any SRC Merger Funds Borrowing is subject to the
satisfaction of each of the SRC Merger Funds Borrowing Conditions (or waiver thereof in accordance with Section 12.02) and
(ii) the Replacement LC Issuing Bank to issue any Replacement Letter of Credit on the SRC Merger Closing Date is subject to (x) the
conditions set forth in Sections 2.07(b)(i) and 2.07(b)(iii); provided, that, the conditions set forth in Section 2.07(b)(iii)
will be limited solely to delivery by the Borrower to the Replacement LC Issuing Bank of a duly completed Letter of Credit application
form and Letter of Credit application amendment form, each in the Replacement LC Issuing Bank’s standard form provided to
the Borrower on the First Amendment Effective Date and any other administrative and operational documents customarily required
to be delivered in connection with a Letter of Credit application form, it being understood that delivery of a Letter of Credit
Agreement shall not be required to be delivered pursuant to Section 2.07(b)(iii) as a condition precedent to the issuance
of the Replacement Letters of Credit and (y) each of the SRC Merger Funds Borrowing Conditions.”


 






    8


     


    

 


Section 2.6.         
Amendment to Section 9.07. Section 9.07(a) is hereby amended by adding the following sentence in its entirety to
the end thereof:


 


“The
Borrower will not, nor will it permit any other Credit Party to, permit the proceeds of any Revolving Credit Loans made as part
of a SRC Merger Funds Borrowing to be used for any purpose other than a SRC Merger Funds Purpose.”


 


Section 2.7.         
Amendment to Section 9.08.Section 9.08 is hereby amended and restated in its entirety to read as follows:


 


“Section
9.08Mergers, Etc. The Borrower will not, nor will it permit any other Credit Party to, merge into or with or consolidate
with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose
of (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person (whether
now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve; provided
that, so long as no Default has occurred and is then continuing or would result therefrom, (a) any Person may participate in a
consolidation with the Borrower (provided that the Borrower shall be the survivor), (b) any Person may participate in a consolidation
with any other Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary, (c) any Restricted
Subsidiary may dispose of its assets to the Borrower or to another Restricted Subsidiary and (d) any Restricted Subsidiary may
liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of
the Borrower and is not materially disadvantageous to the Lenders.”


 


Section 2.8.         
Amendment to Article XII.Article XII is hereby amended by adding a new Section 12.22 in its entirety to read
as follows:


 


“Section
12.22 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a
guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit
Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect
to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the
Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S.
Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable
notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of
New York and/or of the United States or any other state of the United States):


 






    9


     


    

 


In the event
a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any
interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported
QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and
rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party
or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights
under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against
such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state
of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties
with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support.”


 


Section 2.9.         
Amendment to Exhibits. Exhibit B to the Credit Agreement is hereby replaced in its entirety by Exhibit B attached
hereto and Exhibit M attached hereto is hereby added in its entirety as Exhibit M to the Credit Agreement.


 


ARTICLE III. 


 


CONDITIONS OF EFFECTIVENESS


 


Section 3.1.         
First Amendment Effective Date. This Amendment shall become effective on the first date on which the Administrative
Agent shall have received counterparts of this Amendment duly executed and delivered by the Administrative Agent, the Borrower
and the Lenders constituting the Majority Lenders, in form, substance and date satisfactory to the Administrative Agent (such date,
the “First Amendment Effective Date”).


 


ARTICLE IV.



MISCELLANEOUS


 


Section 4.1.         
Ratification of Agreements. The Loan Documents, as they may be affected by this Amendment, are hereby ratified and
confirmed in all respects. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement, the Notes, or any other Loan
Document nor constitute a waiver, amendment or other modification of any provision of the Credit Agreement, the Notes or any other
Loan Document. The terms of this Amendment do not and shall not constitute a novation and, except as expressly amended hereby,
each of the provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect.


 






    10


     


    

 


Section 4.2.         
Loan Documents. This Amendment is a Loan Document, and all provisions in the Credit Agreement (as they may be affected
by this Amendment) pertaining to Loan Documents apply thereto.


 


Section 4.3.         
Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New
York. The provisions of Section 12.09(b) through (d) are hereby incorporated herein mutatis mutandis.


 


Section 4.4.         
Counterparts; Fax. This Amendment may be executed in counterparts (and by different parties hereto in 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 counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”)
format shall be effective as delivery of a manually executed counterpart of this Amendment.


 


THIS AMENDMENT REPRESENTS
THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES HERETO.


 


[The remainder of this page has been
intentionally left blank.]


 






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IN WITNESS WHEREOF,
this Amendment is executed as of the date first above written.


 


 


 


		JPMORGAN CHASE BANK, N.A., as 

Administrative Agent, a Lender, a Swing Line 

Lender and an Issuing Bank
		 	 
		By: 	/s/
                                         Jo Linda Papadakis
		 	Name: Jo Linda Papadakis
		 	Title: Authorized Officer



 





[PDC Energy, Inc. - Signature Page to
First Amendment]




 




     


     


    

 


	 	WELLS FARGO BANK, N.A., as a Lender and an Issuing Bank
	 	 	 
	 	By:  	/s/ Tim Green
	 	 	Name: Tim Green  
	 	 	Title: Director




 





[PDC Energy, Inc. - Signature Page to
First Amendment]




 









     


     


    

 


	 	BANK OF AMERICA, N.A., as a Lender
	 	 	 
	 	By:   	/s/ Ronald E. McKaig
	 	 	Name:  Ronald E. McKaig
	 	 	Title: Managing Director







 


[PDC Energy, Inc. - Signature Page to First Amendment]


 






     


     


    

 


	 	BANK OF MONTREAL, as a Lender
	 	 	 
	 	By:    	/s/ Gumaro Tijerina
	 	 	Name: Gumaro Tijerina
	 	 	Title: Managing Director




 


[PDC Energy, Inc. - Signature Page to First Amendment]


 




     


     


    

 





	 	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By: 	/s/ Matthew Brice
	 	 	Name: Matthew Brice
	 	 	Title: Vice President




 


[PDC Energy, Inc. - Signature Page to First Amendment]


 







     


     


    

 


	 	BBVA USA, as a Lender
	 	 
	 	By:    	/s/ Julia Barnhill
	 	 	Name: Julia Barnhill
	 	 	Title: Vice President




 


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	 	THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender
	 	 	 
	 	By: 	/s/ Peter Kuo
	 	 	Name: Peter Kuo
	 	 	Title: Authorized Signatory




 


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	 	U.S. BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By:   	/s/ Tara McLean
	 	 	Name: Tara McLean
	 	 	Title: Vice President




 


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	 	THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as a Lender
	 	 	 
	 	By:   	/s/ Ryan Knape
	 	 	Name: Ryan Knape
	 	 	Title: Director




 


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		BOKF, N.A., as a Lender
	 	 	 
	 	By:  	/s/ Benjamin H. Adler
	 	 	Name: Benjamin H. Adler
	 	 	Title: Senior Vice President








 


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	 	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
	 	 	 
	 	By:   	/s/ Trudy Nelson
	 	 	Name: Trudy Nelson
	 	 	Title: Authorized Signatory
	 	 	 
	 	 	 
	 	By: 	/s/ Scott W. Danvers
	 	 	Name: Scott W. Danvers
	 	 	Title: Authorized Signatory




 


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	 	COMERICA BANK, as a Lender
	 	 	 
	 	By:  	/s/ Courtney A. Rehm
	 	 	Name: Courtney A. Rehm
	 	 	Title: Portfolio Manager









 


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	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
	 	 	 
	 	By:   	/s/ Joseph Cariello
	 	 	Name: Joseph Cariello
	 	 	Title: Director
	 	 	 
	 	 	 
	 	By: 	/s/ Michael Willis
	 	 	Name: Michael Willis
	 	 	Title: Managing Director







 


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	 	KEYBANK N.A., as a Lender
	 	 	 
	 	By:  	/s/ George E. McKean
	 	 	Name: George E. McKean
	 	 	Title: Senior Vice President







 


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	 	NATIXIS, NEW YORK BRANCH, as a Lender
	 	 	 
	 	By:   	/s/ Vikram Nath
	 	 	Name: Vikram Nath
	 	 	Title: Director
	 	 	 
	 	 	 
	 	By: 	/s/ Brian O’Keefe
	 	 	Name: Brian O’Keefe
	 	 	Title: Vice President




 


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	 	TEXAS CAPITAL BANK, N.A., as a Lender
	 	 	 
	 	By:   	/s/ Jamie Hibbert
	 	 	Name: Jamie Hibbert
	 	 	Title: Vice President







 


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	 	ABN AMRO CAPITAL USA LLC, as a Lender
	 	 	 
	 	By:   	/s/ Darrell Holley
	 	 	Name: Darrell Holley
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	By: 	/s/ Kelly Hall
	 	 	Name: Kelly Hall
	 	 	Title: Director







 


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	 	FIFTH THIRD BANK, as a Lender
	 	 	 
	 	By:   	/s/ Jonathan Lee
	 	 	Name: Jonathan Lee
	 	 	Title: Director




 


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	 	GOLDMAN SACHS BANK USA, as a Lender
	 	 	 
	 	By:   	/s/ Nadia Garcia
	 	 	Name: Nadia Garcia
	 	 	Title: Authorized Signatory




 


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	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By:   	/s/ Sandra Salazar
	 	 	Name: Sandra Salazar
	 	 	Title: Managing Director




 


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	Agreed and acknowledged:	 
	 	 	 
	PDC ENERGY, INC., as Borrower	 
	 	 	 
	By:   	/s/ R. Scott Meyers	 
	 	Name:  R. Scott Meyers	 
	 	Title:    CFO and Senior Vice President	 




 


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