Common use of Assignment and Assumption of Assigned Interests Clause in Contracts

Assignment and Assumption of Assigned Interests. Each of the Lenders (as defined in the Existing Credit Agreement, the “Existing Lenders”), the Lenders and the Administrative Agent have agreed among themselves, in consultation with the Borrower, to effectuate an assignment and assumption with respect to the Existing Lenders’ (a) rights and obligations in their capacity as Existing Lenders under the Existing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to all or any of such outstanding rights and obligations of such Existing Lenders under the Existing Credit Agreement (including any letters of credit and guarantees included in such facility) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Existing Lender (in their capacity as an Existing Lender) against any Person, whether known or unknown, arising under or in connection with the Existing Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interests”) in order to, among other things, remove BMO Xxxxxx Bank, N.A., Credit Agricole Corporate and Investment Bank, Fifth Third Bank and Natixis, New York Branch (each, an “Exiting Lender”) as Existing Lenders and to reallocate the Commitments (as defined in the Existing Credit Agreement, the “Existing Commitments”) and the Loans (as defined in the Existing Credit Agreement, the “Existing Loans”) to the Lenders (including Royal Bank of Canada, Sumitomo Mitsui Banking Corporation and Zions Bancorporation, N.A., dba Amegy Bank as Lenders (each, a “New Lender”)). The parties hereto hereby consent to the Existing Lenders’ assignment of the Assigned Interests to the Lenders (including the New Lenders) and the assumption by the Lenders (including the New Lenders) of such Assigned Interests and the reallocation of the Existing Commitments and the Existing Loans in accordance with this Section 12.22. On the Effective Date, after giving effect to the assignments and assumptions of the Assigned Interests and the reallocation of the Existing Loans and the Existing Commitments pursuant to this Section 12.22, the Commitment of each Lender shall be as set forth on Schedule 1.2. With respect to such Commitments, each Lender shall be deemed to have acquired the Assigned Interests allocated to it from the Existing Lenders pursuant to the terms of the Assignment and Assumption attached to the Existing Credit Agreement as Exhibit E as if each such Lender, each Existing Lender, the Administrative Agent and the Borrower, as applicable, had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with the assignment and assumption of Assigned Interests contemplated in this Section 12.22 and for the purposes of such assignment and assumption only, the parties hereto, as applicable, hereby agree to waive the processing and recordation fees required under Section 12.04(b)(ii)(C) of the Existing Credit Agreement: The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: PDC ENERGY, INC. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx President & Chief Executive Officer Credit Agreement ADMINISTRATIVE AGENT, ISSUING BANK, SWING LINE LENDER AND LENDER: JPMORGAN CHASE BANK, N.A. By: /s/ Jo Xxxxx Xxxxxxxxx Name: Jo Xxxxx Xxxxxxxxx Title: Authorized Officer Credit Agreement ISSUING BANK AND LENDER: XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Director Signature Page Credit Agreement LENDER: PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: BANK OF AMERICA, N.A. By: /s/ Xxxxxx X. XxXxxx Name: Xxxxxx X. XxXxxx Title: Managing Director Signature Page Credit Agreement LENDER: THE TORONTO-DOMINION BANK, NEW YORK BRANCH By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Authorized Signatory Signature Page Credit Agreement LENDER: CITIBANK, N.A. By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President Signature Page Credit Agreement LENDER: CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory By: /s/ Xxxxx X. Danvers Name: Xxxxx X. Danvers Title: Authorized Signatory Signature Page Credit Agreement LENDER: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxxx X. XxXxxx Name: Xxxxxx X. XxXxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: TRUIST BANK By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director Signature Page Credit Agreement LENDER: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: Senior Director Signature Page Credit Agreement LENDER: THE BANK OF NOVA SCOTIA, HOUSTON BRANCH By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Signature Page Credit Agreement LENDER: ROYAL BANK OF CANADA By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory Signature Page Credit Agreement LENDER: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director Signature Page Credit Agreement LENDER: BOKF, NA By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: COMERICA BANK By: /s/ Xxxxxxxx X. XxXxxxx Name: Xxxxxxxx X. XxXxxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: Zions Bancorporation, N.A., dba Amegy Bank By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: SVP Signature Page Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): TEXAS CAPITAL BANK, N.A. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President Signature Page Credit Agreement Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): BMO XXXXXX BANK, N.A. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director Signature Page Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: /s/ Page Dillehunt Name: Page Dillehunt Title: Managing Director By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director Signature Page Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): FIFTH THIRD BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxx X Xxx Name: Xxxxxxxx X Xxx Title: Managing Director Signature Page Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): NATIXIS, NEW YORK BRANCH By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx X’Xxxxx Name: Xxxxx X’Xxxxx Title: Director Signature Page Credit Agreement SCHEDULE 1.1 APPLICABLE MARGIN During a Borrowing Base Period: Commitment Utilization Grid Level I Level II Level III Level IV Level V Loan Limit Utilization Percentage <25% >25% <50% >50% <75% >75% <90% ≥90% Term SOFR Revolving Credit Loans 1.75% 2.00% 2.25% 2.50% 2.75% Letters of Credit 1.75% 2.00% 2.25% 2.50% 2.75% ABR Revolving Credit Loans 0.75% 1.00% 1.25% 1.50% 1.75% Swing Line Loans 0.75% 1.00% 1.25% 1.50% 1.75% Commitment Fee Rate 0.375% 0.375% 0.50% 0.50% 0.50% During an Investment Grade Period: Applicable Rating Grid Xxxxx X Xxxxx XX Xxxxx XXX Xxxxx XX Credit Rating ≥Baa1/BBB+ Xxx0/XXX Xxx0/XXX- Xx0/XX+ Xxxx SOFR Revolving Credit Loans 1.25% 1.375% 1.625% 1.875% Letters of Credit 1.25% 1.375% 1.625% 1.875% ABR Revolving Credit Loans 0.25% 0.375% 0.625% 0.875% Swing Line Loans 0.25% 0.375% 0.625% 0.875%

Assignment and Assumption of Assigned Interests. Each of the Lenders (as defined in the Existing Credit Agreement, the “Existing Lenders”), the Lenders and the Administrative Agent have agreed among themselves, in consultation with the Borrower, to effectuate an assignment and assumption with respect to the Existing Lenders’ (a) rights and obligations in their capacity as Existing Lenders under the Existing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to all or any of such outstanding rights and obligations of such Existing Lenders under the Existing Credit Agreement (including any letters of credit and guarantees included in such facility) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Existing Lender (in their capacity as an Existing Lender) against any Person, whether known or unknown, arising under or in connection with the Existing Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interests”) in order to, among other things, remove BMO Xxxxxx Bank, N.A., Credit Agricole Corporate and Investment Bank, Fifth Third Bank and Natixis, New York Branch (each, an “Exiting Lender”) as Existing Lenders and to reallocate the Commitments (as defined in the Existing Credit Agreement, the “Existing Commitments”) and the Loans Advances (as defined in the Existing Credit Agreement, the “Existing Loans”) to the Lenders (including Royal Barclays Bank PLC, Bank of Canada, Sumitomo Mitsui Banking Corporation and Zions BancorporationAmerica, N.A., dba Amegy Canadian Imperial Bank of Commerce and Compass Bank as Lenders (each, a “New Lender”)). The parties hereto hereby consent to the Existing Lenders’ assignment of the Assigned Interests to the Lenders (including the New Lenders) and the assumption by the Lenders (including the New Lenders) of such Assigned Interests and the reallocation of the Existing Commitments and the Existing Loans in accordance with this Section 12.2212.20. On the Effective Date, after giving effect to the assignments and assumptions of the Assigned Interests and the reallocation of the Existing Loans and the Existing Commitments pursuant to this Section 12.2212.20, the Commitment of each Lender shall be as set forth on Schedule 1.2. With respect to such Commitments, each Lender shall be deemed to have acquired the Assigned Interests allocated to it from the Existing Lenders pursuant to the terms of the Assignment and Assumption attached to the Existing Credit Agreement as Exhibit E as if each such Lender, each Existing Lender, the Administrative Agent and the Borrower, as applicable, had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with the assignment and assumption of Assigned Interests contemplated in this Section 12.22 12.20 and for the purposes of such assignment and assumption only, the parties hereto, as applicable, hereby agree to waive the processing and recordation fees required under Section 12.04(b)(ii)(C13.04(b)(ii)(C) of the Existing Credit Agreement: The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: PDC ENERGY, INC. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx President & Chief Executive Officer Credit Agreement ADMINISTRATIVE AGENT, ISSUING BANK, SWING LINE LENDER AND LENDER: JPMORGAN CHASE BANK, N.A. By: /s/ Jo Xxxxx Xxxxxxxxx Name: Jo Xxxxx Xxxxxxxxx Title: Authorized Officer Credit Agreement ISSUING BANK AND LENDER: XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Director Signature Page Credit Agreement LENDER: PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: BANK OF AMERICA, N.A. By: /s/ Xxxxxx X. XxXxxx Name: Xxxxxx X. XxXxxx Title: Managing Director Signature Page Credit Agreement LENDER: THE TORONTO-DOMINION BANK, NEW YORK BRANCH By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Authorized Signatory Signature Page Credit Agreement LENDER: CITIBANK, N.A. By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President Signature Page Credit Agreement LENDER: CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory By: /s/ Xxxxx X. Danvers Name: Xxxxx X. Danvers Title: Authorized Signatory Signature Page Credit Agreement LENDER: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxxx X. XxXxxx Name: Xxxxxx X. XxXxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: TRUIST BANK By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director Signature Page Credit Agreement LENDER: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: Senior Director Signature Page Credit Agreement LENDER: THE BANK OF NOVA SCOTIA, HOUSTON BRANCH By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Signature Page Credit Agreement LENDER: ROYAL BANK OF CANADA By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory Signature Page Credit Agreement LENDER: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director Signature Page Credit Agreement LENDER: BOKF, NA By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: COMERICA BANK By: /s/ Xxxxxxxx X. XxXxxxx Name: Xxxxxxxx X. XxXxxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: Zions Bancorporation, N.A., dba Amegy Bank By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: SVP Signature Page Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): TEXAS CAPITAL BANK, N.A. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President Signature Page Credit Agreement Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): BMO XXXXXX BANK, N.A. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director Signature Page Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: /s/ Page Dillehunt Name: Page Dillehunt Title: Managing Director By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director Signature Page Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): FIFTH THIRD BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxx X Xxx Name: Xxxxxxxx X Xxx Title: Managing Director Signature Page Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): NATIXIS, NEW YORK BRANCH By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx X’Xxxxx Name: Xxxxx X’Xxxxx Title: Director Signature Page Credit Agreement SCHEDULE 1.1 APPLICABLE MARGIN During a Borrowing Base Period: Commitment Utilization Grid Level I Level II Level III Level IV Level V Loan Limit Utilization Percentage <25% >25% <50% >50% <75% >75% <90% ≥90% Term SOFR Revolving Credit Loans 1.75% 2.00% 2.25% 2.50% 2.75% Letters of Credit 1.75% 2.00% 2.25% 2.50% 2.75% ABR Revolving Credit Loans 0.75% 1.00% 1.25% 1.50% 1.75% Swing Line Loans 0.75% 1.00% 1.25% 1.50% 1.75% Commitment Fee Rate 0.375% 0.375% 0.50% 0.50% 0.50% During an Investment Grade Period: Applicable Rating Grid Xxxxx X Xxxxx XX Xxxxx XXX Xxxxx XX Credit Rating ≥Baa1/BBB+ Xxx0/XXX Xxx0/XXX- Xx0/XX+ Xxxx SOFR Revolving Credit Loans 1.25% 1.375% 1.625% 1.875% Letters of Credit 1.25% 1.375% 1.625% 1.875% ABR Revolving Credit Loans 0.25% 0.375% 0.625% 0.875% Swing Line Loans 0.25% 0.375% 0.625% 0.875%.

Assignment and Assumption of Assigned Interests. Each of the Lenders (as defined in the Existing Credit Agreement, the “Existing Lenders”), the Lenders and the Administrative Agent have agreed among themselves, in consultation with the Borrower, to effectuate an assignment and assumption with respect to the Existing Lenders’ (a) rights and obligations in their capacity as Existing Lenders under the Existing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to all or any of such outstanding rights and obligations of such Existing Lenders under the Existing Credit Agreement (including any letters of credit and guarantees included in such facility) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Existing Lender (in their capacity as an Existing Lender) against any Person, whether known or unknown, arising under or in connection with the Existing Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interests”) in order to, among other things, remove BMO Xxxxxx Bank, N.A., Credit Agricole Corporate Toronto Dominion (Texas) LLC and Investment Bank, Fifth Third Bank and Natixis, New York Branch Scotiabanc Inc. (each, an “Exiting Lender”) as Existing Lenders and to reallocate the Commitments (as defined in the Existing Credit Agreement, the “Existing Commitments”) and the Loans (as defined in the Existing Credit Agreement, the “Existing Loans”) to the Lenders (including Royal Bank of CanadaThe Toronto-Dominion Bank, Sumitomo Mitsui Banking Corporation and Zions Bancorporation, N.A., dba Amegy Bank New York Branch as Lenders a Lender (each, a the “New Lender”)). The parties hereto hereby consent to the Existing Lenders’ assignment of the Assigned Interests to the Lenders (including the New LendersLender) and the assumption by the Lenders (including the New Lenders) of such Assigned Interests and the reallocation of the Existing Commitments and the Existing Loans in accordance with this Section 12.2212.20. On the Effective Date, after giving effect to the assignments and assumptions of the Assigned Interests and the reallocation of the Existing Loans and the Existing Commitments pursuant to this Section 12.2212.20, the Commitment of each Lender shall be as set forth on Schedule 1.2. With respect to such Commitments, each Lender shall be deemed to have acquired the Assigned Interests allocated to it from the Existing Lenders pursuant to the terms of the Assignment and Assumption attached to the Existing Credit Agreement as Exhibit E A as if each such Lender, each Existing Lender, the Administrative Agent and the Borrower, as applicable, had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with the assignment and assumption of Assigned Interests contemplated in this Section 12.22 12.20 and for the purposes of such assignment and assumption only, the parties hereto, as applicable, hereby agree to waive the processing and recordation fees required under Section 12.04(b)(ii)(C11.04(b)(ii)(C) of the Existing Credit Agreement: The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: PDC ENERGY, INC. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx President & Chief Executive Officer Credit Agreement ADMINISTRATIVE AGENT, ISSUING BANK, SWING LINE LENDER AND LENDER: JPMORGAN CHASE BANK, N.A. By: /s/ Jo Xxxxx Xxxxxxxxx Name: Jo Xxxxx Xxxxxxxxx Title: Authorized Officer Credit Agreement ISSUING BANK AND LENDER: XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Director Signature Page Credit Agreement LENDER: PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: BANK OF AMERICA, N.A. By: /s/ Xxxxxx X. XxXxxx Name: Xxxxxx X. XxXxxx Title: Managing Director Signature Page Credit Agreement LENDER: THE TORONTO-DOMINION BANK, NEW YORK BRANCH By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Authorized Signatory Signature Page Credit Agreement LENDER: CITIBANK, N.A. By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President Signature Page Credit Agreement LENDER: CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory By: /s/ Xxxxx X. Danvers Name: Xxxxx X. Danvers Title: Authorized Signatory Signature Page Credit Agreement LENDER: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxxx X. XxXxxx Name: Xxxxxx X. XxXxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: TRUIST BANK By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director Signature Page Credit Agreement LENDER: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: Senior Director Signature Page Credit Agreement LENDER: THE BANK OF NOVA SCOTIA, HOUSTON BRANCH By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Signature Page Credit Agreement LENDER: ROYAL BANK OF CANADA By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory Signature Page Credit Agreement LENDER: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director Signature Page Credit Agreement LENDER: BOKF, NA By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: COMERICA BANK By: /s/ Xxxxxxxx X. XxXxxxx Name: Xxxxxxxx X. XxXxxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: Zions Bancorporation, N.A., dba Amegy Bank By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: SVP Signature Page Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): TEXAS CAPITAL BANK, N.A. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President Signature Page Credit Agreement Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): BMO XXXXXX BANK, N.A. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director Signature Page Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: /s/ Page Dillehunt Name: Page Dillehunt Title: Managing Director By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director Signature Page Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): FIFTH THIRD BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxx X Xxx Name: Xxxxxxxx X Xxx Title: Managing Director Signature Page Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): NATIXIS, NEW YORK BRANCH By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx X’Xxxxx Name: Xxxxx X’Xxxxx Title: Director Signature Page Credit Agreement SCHEDULE 1.1 APPLICABLE MARGIN During a Borrowing Base Period: Commitment Utilization Grid Level I Level II Level III Level IV Level V Loan Limit Utilization Percentage <25% >25% <50% >50% <75% >75% <90% ≥90% Term SOFR Revolving Credit Loans 1.75% 2.00% 2.25% 2.50% 2.75% Letters of Credit 1.75% 2.00% 2.25% 2.50% 2.75% ABR Revolving Credit Loans 0.75% 1.00% 1.25% 1.50% 1.75% Swing Line Loans 0.75% 1.00% 1.25% 1.50% 1.75% Commitment Fee Rate 0.375% 0.375% 0.50% 0.50% 0.50% During an Investment Grade Period: Applicable Rating Grid Xxxxx X Xxxxx XX Xxxxx XXX Xxxxx XX Credit Rating ≥Baa1/BBB+ Xxx0/XXX Xxx0/XXX- Xx0/XX+ Xxxx SOFR Revolving Credit Loans 1.25% 1.375% 1.625% 1.875% Letters of Credit 1.25% 1.375% 1.625% 1.875% ABR Revolving Credit Loans 0.25% 0.375% 0.625% 0.875% Swing Line Loans 0.25% 0.375% 0.625% 0.875%.

Assignment and Assumption of Assigned Interests. Each of the Lenders (as defined in the Existing Credit Agreement, the “Existing Lenders”), the Lenders and the Administrative Agent have agreed among themselves, in consultation with the Borrower, to effectuate an assignment and assumption with respect to the Existing Lenders’ (a) rights and obligations in their capacity as Existing Lenders under the Existing Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to all or any of such outstanding rights and obligations of such Existing Lenders under the Existing Credit Agreement (including any letters of credit and guarantees included in such facility) and (b) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Existing Lender (in their capacity as an Existing Lender) against any Person, whether known or unknown, arising under or in connection with the Existing Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the “Assigned Interests”) in order to, among other things, remove BMO Xxxxxx Bank, N.A., Credit Agricole Corporate and Investment Bank, Fifth Third Bank and Natixis, New York Branch (each, an “Exiting Lender”) as Existing Lenders and to reallocate the Commitments (as defined in the Existing Credit Agreement, the “Existing Commitments”) and the Loans (as defined in the Existing Credit Agreement, the “Existing Loans”) to the Lenders (including Royal Bank of Canada, Sumitomo Mitsui Banking Corporation and Zions Bancorporation, N.A., dba Amegy Bank as Lenders (each, a “New Lender”)). The parties hereto hereby consent to the Existing LendersXxxxxxx’ assignment of the Assigned Interests to the Lenders (including the New Lenders) and the assumption by the Lenders (including the New Lenders) of such Assigned Interests and the reallocation of the Existing Commitments and the Existing Loans in accordance with this Section 12.22. On the Effective Date, after giving effect to the assignments and assumptions of the Assigned Interests and the reallocation of the Existing Loans and the Existing Commitments pursuant to this Section 12.22, the Commitment of each Lender shall be as set forth on Schedule 1.2. With respect to such Commitments, each Lender shall be deemed to have acquired the Assigned Interests allocated to it from the Existing Lenders pursuant to the terms of the Assignment and Assumption attached to the Existing Credit Agreement as Exhibit E as if each such Lender, each Existing Lender, the Administrative Agent and the Borrower, as applicable, had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with the assignment and assumption of Assigned Interests contemplated in this Section 12.22 and for the purposes of such assignment and assumption only, the parties hereto, as applicable, hereby agree to waive the processing and recordation fees required under Section 12.04(b)(ii)(C) of the Existing Credit Agreement: The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: PDC ENERGY, INC. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx President & Chief Executive Officer Credit Agreement ADMINISTRATIVE AGENT, ISSUING BANK, SWING LINE LENDER AND LENDER: JPMORGAN CHASE BANK, N.A. By: /s/ Jo Xxxxx Xxxxxxxxx Name: Jo Xxxxx Xxxxxxxxx Title: Authorized Officer Credit Agreement ISSUING BANK AND LENDER: XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Director Signature Page Credit Agreement LENDER: PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: BANK OF AMERICA, N.A. By: /s/ Xxxxxx X. XxXxxx Name: Xxxxxx X. XxXxxx Title: Managing Director Signature Page Credit Agreement LENDER: THE TORONTO-DOMINION BANK, NEW YORK BRANCH By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Authorized Signatory Signature Page Credit Agreement LENDER: CITIBANK, N.A. By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President Signature Page Credit Agreement LENDER: CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory By: /s/ Xxxxx X. Danvers Name: Xxxxx X. Danvers Title: Authorized Signatory Signature Page Credit Agreement LENDER: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxxx X. XxXxxx Name: Xxxxxx X. XxXxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: TRUIST BANK By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director Signature Page Credit Agreement LENDER: CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: Senior Director Signature Page Credit Agreement LENDER: THE BANK OF NOVA SCOTIA, HOUSTON BRANCH By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Signature Page Credit Agreement LENDER: ROYAL BANK OF CANADA By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory Signature Page Credit Agreement LENDER: SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director Signature Page Credit Agreement LENDER: BOKF, NA By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: COMERICA BANK By: /s/ Xxxxxxxx X. XxXxxxx Name: Xxxxxxxx X. XxXxxxx Title: Senior Vice President Signature Page Credit Agreement LENDER: Zions Bancorporation, N.A., dba Amegy Bank By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: SVP Signature Page Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): TEXAS CAPITAL BANK, N.A. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President Signature Page Credit Agreement Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): BMO XXXXXX BANK, N.A. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Director Signature Page Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: /s/ Page Dillehunt Name: Page Dillehunt Title: Managing Director By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director Signature Page Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): FIFTH THIRD BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxx X Xxx Name: Xxxxxxxx X Xxx Title: Managing Director Signature Page Credit Agreement EXITING LENDER (solely for purposes of Section 12.22): NATIXIS, NEW YORK BRANCH By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx X’Xxxxx Name: Xxxxx X’Xxxxx Title: Director Signature Page Credit Agreement 146 SCHEDULE 1.1 APPLICABLE MARGIN During a Borrowing Base Period: Revolving Commitment Utilization Grid Level I Level II Level III Level IV Level V Loan Limit Utilization Percentage <25% >25% <50% >50% <75% >75% <90% ≥90% Term SOFR Revolving Credit Loans 1.75% 2.00% 2.25% 2.50% 2.75% Letters of Credit 1.75% 2.00% 2.25% 2.50% 2.75% ABR Revolving Credit Loans 0.75% 1.00% 1.25% 1.50% 1.75% Swing Line Loans 0.75% 1.00% 1.25% 1.50% 1.75% Commitment Fee Rate 0.375% 0.375% 0.50% 0.50% 0.50% During an Investment Grade Period: Applicable Rating Grid Xxxxx X Xxxxx XX Xxxxx XXX Xxxxx XX Level I Level II Level III Level IV Credit Rating ≥Baa1/BBB+ Xxx0Baa2/XXX Xxx0BBB Baa3/XXX- Xx0BBB- Ba1/XX+ Xxxx BB+ Term SOFR Revolving Credit Loans 1.25% 1.375% 1.625% 1.875% Letters of Credit 1.25% 1.375% 1.625% 1.875% ABR Revolving Credit Loans 0.25% 0.375% 0.625% 0.875% Swing Line Loans 0.25% 0.375% 0.625% 0.875% Commitment Fee Rate 0.15% 0.175% 0.225% 0.275%