Exhibit 4.1

Execution Version

Fourth Amendment to Third Amended and Restated Credit Agreement

This Fourth Amendment to Third Amended and Restated Credit Agreement (this “Fourth Amendment”), dated as of September 1, 2023 (the “Fourth Amendment Effective Date”), is among Permian Resources Operating, LLC, a Delaware limited liability company and formerly known as Centennial Resource Production, LLC (the “Borrower”); each of the other undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Credit Parties”); each of the Lenders party hereto; and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

R E C I T A L S:

A. The Borrower, any Parent from time to time party thereto, the Administrative Agent and the Lenders are parties to that certain Third Amended and Restated Credit Agreement dated as of February 18, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), pursuant to which the Lenders have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of the Borrower.

B. The Borrower has informed the Administrative Agent and the Lenders that Permian Resources Corporation, the Borrower and certain other subsidiaries of Permian Resources Corporation have entered into that certain Agreement and Plan of Merger dated as of August 21, 2023 (as executed, without giving effect to any subsequent amendment or modification thereto except to the extent approved by the Administrative Agent (with such approval not to be unreasonably withheld, conditioned, or delayed), the “Earthstone Merger Agreement”), with Earthstone Energy, Inc. and Earthstone Energy Holdings, LLC (“Earthstone OpCo”). Pursuant to the Earthstone Merger Agreement, Earthstone OpCo will merge with and into the Borrower, with the Borrower resulting as the surviving company (the “Earthstone Merger”).

C. The parties hereto desire to enter into this Fourth Amendment to amend the Credit Agreement as set forth in Section 2 hereof and to be effective as of the Fourth Amendment Effective Date.

D. The Administrative Agent and the Lenders party hereto have agreed, subject to the terms and conditions set forth herein, to enter into this Fourth Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Fourth Amendment, shall have the meaning ascribed to such term in the Credit Agreement, as amended by this Fourth Amendment. Unless otherwise indicated, all section references in this Fourth Amendment refer to sections of the Credit Agreement.

Section 2. Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Fourth 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 Fourth Amendment Effective Date in the manner provided in this Section 2.

2.1 Additional Definitions. Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definitions which shall read in full as follows:

“Earthstone Merger” has the meaning given to such term in the Fourth Amendment.

“Earthstone Merger Agreement” has the meaning given to such term in the Fourth Amendment.

“Earthstone Merger Outside Date” means 5:00 p.m. Midland, Texas time (or such later time as may be agreed to by the Administrative Agent in its sole discretion), on April 21, 2024; provided, that, if on such date, one or more conditions to the closing of the Earthstone Merger set forth in Section 7.1(b) or Section 7.1(c) of the Earthstone Merger Agreement (if the legal prohibition or applicable law relates to any of the matters referenced in Section 7.1(b) of the Earthstone Merger Agreement) shall not have been satisfied, but all other conditions to such closing shall have been satisfied (or in the case of conditions that by their terms are to be satisfied at the closing, shall be capable of being satisfied on such date) or waived, then the Earthstone Merger Outside Date shall automatically extend to 5:00 p.m. Midland, Texas time (or such later time as may be agreed to by the Administrative Agent in its sole discretion), on August 21, 2024.

“Fourth Amendment” means that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of the Fourth Amendment Effective Date, among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto.

“Fourth Amendment Effective Date” means September 1, 2023.

2.2 Amended and Restated Definition. The following definition contained in Section 1.02 of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:

“Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Notes, the Letter of Credit Agreements, the Letters of Credit, any Intercreditor Agreement, each Fee Letter and the Security Instruments, in each case, as the same may be amended, modified, supplemented or restated from time to time.

2.3 Amendment to Section 2.07. Section 2.07(e) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:

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(e) Automatic Reduction of Borrowing Base – Issuance of Permitted Senior Unsecured Notes. If, at any time during a Borrowing Base Period, any Credit Party issues Permitted Senior Unsecured Notes (or assumes any Permitted Senior Unsecured Notes as a result of the Earthstone Merger) after the Effective Date (other than (x) Permitted Senior Unsecured Notes that extend, refinance or replace then existing Permitted Senior Unsecured Notes, up to the sum of (i) the principal amount of such then existing Permitted Senior Unsecured Notes that are refinanced or replaced plus (ii) an amount equal to the unpaid accrued interest and premium thereon and fees and expenses incurred in connection with such extension, refinancing or replacement, (y) Permitted Senior Unsecured Notes assumed as a result of the Earthstone Merger (or issued after the Fourth Amendment Effective Date and on or prior to the earlier of the closing of the Earthstone Merger and the Earthstone Merger Outside Date for the express purpose of refinancing Permitted Senior Unsecured Notes that are required to be assumed as a result of the Earthstone Merger) up to an aggregate principal amount equal to the sum of $1.05 billion plus an amount equal to the unpaid accrued interest and premium thereon and fees and expenses incurred in connection with such assumption or refinancing, and (z) in addition to the Permitted Senior Unsecured Notes referred to in the foregoing clause (y), Permitted Senior Unsecured Notes issued after the Fourth Amendment Effective Date and on or prior to the earlier of the closing of the Earthstone Merger and the Earthstone Merger Outside Date up to an aggregate principal amount of $1.00 billion), the Borrowing Base shall automatically be decreased by an amount equal to twenty-five percent (25%) of the aggregate notional amount of such Permitted Senior Unsecured Notes issued (or assumed) at such time. Such decrease in the Borrowing Base shall occur automatically upon the issuance (or assumption) of such Permitted Senior Unsecured Notes on the date of issuance, without any vote of Lenders or action by Administrative Agent. Upon any such reduction in the Borrowing Base, the Administrative Agent shall promptly deliver a New Borrowing Base Notice to the Borrower and the Lenders.

Section 3. Conditions Precedent. The effectiveness of this Fourth Amendment is subject to the following:

3.1 Counterparts. The Administrative Agent shall have received counterparts of this Fourth Amendment from (a) each of the Credit Parties and (b) Lenders constituting the Required Lenders.

3.2 Fees and Expenses. The Administrative Agent shall have received, to the extent invoiced, all fees and other amounts due and payable on or prior to the Fourth Amendment Effective Date (including all fees and other amounts due and payable to the Administrative Agent on account of the Lenders).

Section 4. Miscellaneous.

4.1 Confirmation and Effect. The provisions of the Credit Agreement (as amended by this Fourth Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this Fourth Amendment, and this Fourth Amendment shall not constitute a waiver of any provision of the Credit Agreement or any other Loan Document. From and after the Fourth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby and giving effect to the matters provided for in Sections 2 and 3, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby and giving effect to the matters provided for in Sections 2 and 3.

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4.2 Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fourth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fourth Amendment except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fourth Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fourth Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fourth Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

4.3 Counterparts. This Fourth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Fourth Amendment by facsimile or electronic (e.g., .pdf) transmission shall be effective as delivery of a manually executed original counterpart hereof.

4.4 No Oral Agreement. This written Fourth Amendment, the Credit Agreement and the other Loan Documents executed in connection herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties that modify the agreements of the parties in the Credit Agreement and the other Loan Documents.

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4.5 Governing Law. This Fourth 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.

4.6 Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Fourth Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

4.7 Severability. Any provision of this Fourth Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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

[Signature Pages Follow.]

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The parties hereto have caused this Fourth Amendment to be duly executed as of the day and year first above written.

Signature Page to Fourth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Fourth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Fourth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Fourth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Fourth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Fourth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Fourth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Fourth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Fourth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Fourth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Fourth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Fourth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Fourth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Fourth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Fourth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Exhibit 4.2

Execution Version

Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

This Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement (this “Fifth Amendment”), dated as of September 1, 2023 (the “Fifth Amendment Effective Date”), is among Permian Resources Operating, LLC, a Delaware limited liability company formerly known as Centennial Resource Production, LLC (the “Borrower”); each of the other undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Credit Parties”); each of the Lenders party hereto (including the New Lenders); and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

R E C I T A L S:

A. The Borrower, any Parent from time to time party thereto, the Administrative Agent and the Lenders are parties to that certain Third Amended and Restated Credit Agreement dated as of February 18, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), pursuant to which the Lenders have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of the Borrower.

B. The Borrower has informed the Administrative Agent and the Lenders that Permian Resources Corporation, the Borrower and certain other subsidiaries of Permian Resources Corporation have entered into that certain Agreement and Plan of Merger dated as of August 21, 2023 (as executed, without giving effect to any subsequent amendment or modification thereto except to the extent approved by the Administrative Agent (with such approval not to be unreasonably withheld, conditioned, or delayed), the “Earthstone Merger Agreement”), with Earthstone Energy, Inc. and Earthstone Energy Holdings, LLC (“Earthstone OpCo”). Pursuant to the Earthstone Merger Agreement, Earthstone OpCo will merge with and into the Borrower, with the Borrower resulting as the surviving company (the “Earthstone Merger”).

C. As a result of the Earthstone Merger, the Credit Parties (including the New Obligated Parties, as defined below) will own all of the Oil and Gas Properties of Earthstone OpCo and its subsidiaries as set forth in the Specified Reserve Report (as defined below).

D. In connection with this Fifth Amendment, each of the entities set forth on Annex A hereto (each, a “New Obligated Party” and collectively, the “New Obligated Parties”), will be added as a “Guarantor” under the Credit Agreement and will become a party to (by joinder or otherwise) the Guaranty Agreement and certain Security Instruments on the Earthstone Merger Effective Date (defined below).

E. The Borrower has advised the Administrative Agent and the Lenders that the Earthstone Merger may not be permitted under Section 9.11 of the Credit Agreement.

F. In connection with the consummation of the Earthstone Merger, the Borrower has requested that the Lenders consent to the Earthstone Merger.

G. In connection with the Earthstone Merger, the Borrower has further requested that each of Royal Bank of Canada, Barclays Bank PLC and BOKF, NA, dba Bank of Texas (collectively, the “New Lenders” and each a “New Lender”) become a Lender under the Credit Agreement as of the Fifth Amendment Effective Date with a Maximum Credit Amount and Elected Revolving Commitment of $0, which amounts will increase as of the Earthstone Merger Effective Date to the amounts shown on Annex I to the Credit Agreement (as deemed amended hereby).

H. The parties hereto desire to enter into this Fifth Amendment to, among other things, (i) evidence the Lenders’ consent to the Earthstone Merger effective as of the Fifth Amendment Effective Date, (ii) amend the Credit Agreement as set forth Section 4 hereof effective as of the Fifth Amendment Effective Date, (iii) amend the Credit Agreement as set forth in Section 5 hereof, and (iv) evidence the increase of the Aggregate Elected Revolving Commitment Amounts by $500,000,000 as set forth in Section 6 hereof, in each case, as set forth herein and, in the case of the foregoing clause (iii) and clause (iv), to be effective as of the Earthstone Merger Effective Date.

I. The Administrative Agent and the Lenders party hereto have agreed, subject to the terms and conditions set forth herein, to enter into this Fifth Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Fifth Amendment, shall have the meaning ascribed to such term in the Credit Agreement, as amended by this Fifth Amendment. Unless otherwise indicated, all section references in this Fifth Amendment refer to sections of the Credit Agreement.

Section 2. Limited Consent and Waiver. In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, the receipt and sufficiency of which are hereby acknowledged and confessed, and notwithstanding anything to the contrary set forth in Section 9.11 of the Credit Agreement, and subject to the satisfaction of the conditions precedent in Section 7 hereof, the Lenders party hereto hereby consent to the Earthstone Merger (the “Limited Consent”) so long as:

(a) the Earthstone Merger occurs in accordance with the Earthstone Merger Agreement on or prior to the Earthstone Merger Outside Date; and

(b) after giving effect to this Fifth Amendment, immediately after giving effect to the Earthstone Merger, no Default or Event of Default has occurred and is continuing.

Section 3. Limitations on Limited Consent. The Limited Consent granted pursuant to this Fifth Amendment is limited solely to the Earthstone Merger. Nothing contained herein shall constitute or be deemed to constitute a consent to, extension of, or waiver of, any other action or inaction of the Borrower or any of the other Credit Parties which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Loan Document, or which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document, nor shall this Fifth Amendment constitute a course of conduct or dealing among the parties. The Administrative Agent and the Lenders shall have no obligation to grant any future extensions, waivers, consents or amendments with respect to the Credit Agreement or any other Loan Document, and the parties hereto agree that this Fifth Amendment shall not waive, affect or diminish any right of the Administrative Agent and the Lenders to hereafter demand strict compliance with the Credit Agreement and the other Loan Documents.

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Section 4. Amendments (Fifth Amendment Effective Date). In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 7 hereof, the Credit Agreement shall be amended effective as of the Fifth Amendment Effective Date in the manner provided in this Section 4.

4.1 Additional Definitions. Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definitions which shall read in full as follows:

“Fifth Amendment” means that certain Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement dated as of the Fifth Amendment Effective Date, among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto.

“Fifth Amendment Effective Date” means September 1, 2023.

“Fifth Amendment Lead Left Arranger” means Wells Fargo Securities, LLC.

“Qualifying Acquired Letter of Credit” means, in connection with any permitted acquisition of or Investment in, a Person that becomes a Subsidiary as a result of such transaction or is merged into or consolidated with the Borrower or a Subsidiary pursuant to such transaction, any outstanding letter of credit issued for the account of such Person under any credit facility in existence prior to the closing date of such permitted acquisition or Investment (such date, the “Acquisition Closing Date”) meeting the following requirements:

(a) such letter of credit is identified as a “Qualifying Acquired Letter of Credit” in a written notice to the Administrative Agent delivered prior to the Acquisition Closing Date;

(b) the issuer of such letter of credit is a Lender and an Issuing Bank (or, concurrently with the closing of such permitted acquisition or Investment, becomes a Lender and an Issuing Bank pursuant to the terms of this Agreement);

(c) after deeming such letter of credit to be a Letter of Credit issued under this Agreement, (i) the aggregate amount of all Letters of Credit shall not exceed the LC Commitment and (ii) the portion of the LC Exposure attributable to Letters of Credit issued by the applicable Issuing Bank will not exceed the LC Issuance Limit of such applicable Issuing Bank (unless such Issuing Bank shall so agree in its sole discretion); and (d) on the date that such letter of credit is to be deemed issued under this Agreement, each of the conditions under Section 6.02 shall be satisfied (or waived in accordance with Section 12.02).

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4.2 Amended and Restated Definitions. The following definitions contained in Section 1.02 of the Credit Agreement are hereby amended and restated in their entirety to read in full as follows:

“Arrangers” means, collectively, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC, Citibank, N.A., Fifth Third Bank, National Association, Mizuho Bank, Ltd., PNC Bank, National Association, BofA Securities, Inc. and Truist Securities, Inc., in each case, in their respective capacities as joint lead arrangers and joint bookrunners hereunder, and, with respect to the Fifth Amendment, (a) the Fifth Amendment Lead Left Arranger and JPMorgan Chase Bank, N.A. in their respective capacities as joint lead arrangers and joint bookrunners and (b) Citibank, N.A., Mizuho Bank, Ltd., PNC Bank, National Association, BofA Securities, Inc., Truist Securities, Inc., U.S. Bank National Association and Capital One, National Association, in their respective capacities as joint lead arrangers.

“Co-Documentation Agents” means, collectively, U.S. Bank National Association, Capital One, National Association, Comerica Bank and Regions Bank, and with respect to the Fifth Amendment, collectively Fifth Third Bank, National Association, Comerica Bank, Regions Bank, Royal Bank of Canada and Canadian Imperial Bank of Commerce, New York Branch.

“Co-Syndication Agents” means, collectively, Citibank, N.A., Fifth Third Bank, Mizuho Bank, Ltd., PNC Bank, National Association, BofA Securities, Inc. and Truist Bank, and, with respect to the Fifth Amendment, Citibank, N.A., Mizuho Bank, Ltd., PNC Bank, National Association, BofA Securities, Inc., Truist Securities, Inc., U.S. Bank National Association and Capital One, National Association.

“Letter of Credit” means any letter of credit issued (or deemed issued) pursuant to this Agreement and any Existing Letters of Credit or Qualifying Acquired Letters of Credit.

“Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Notes, the Letter of Credit Agreements, the Letters of Credit, any Intercreditor Agreement, each Fee Letter and the Security Instruments, in each case, as the same may be amended, modified, supplemented or restated from time to time.

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4.3 Amendment to Section 11.12 of the Credit Agreement. Section 11.12 of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:

Section 11.12 Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Parent, the Borrower or any other Credit Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless either (A) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (B) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Parent, the Borrower or any other Credit Party, that none of the Administrative Agent, nor the Arranger nor any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

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Section 5. Amendments (Earthstone Merger Effective Date). In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 7 and Section 8 hereof, the Credit Agreement shall be amended effective as of the Earthstone Merger Effective Date in the manner provided in this Section 5.

5.1 Amendment to Section 2.08. A new Section 2.08(n) of the Credit Agreement is hereby added to read in full as follows:

(n) Qualifying Acquired Letters of Credit. On each Acquisition Closing Date, each applicable Qualifying Acquired Letter of Credit shall be deemed to have been issued as a Letter of Credit under this Agreement by the applicable Issuing Bank, and such Issuing Bank shall be deemed, without further action by any party hereto, to have granted to each of the Lenders, and each Lender shall be deemed, without further action by any party hereto, to have acquired from such Issuing Bank, a participation (on the terms specified in this Section 2.08) in such Qualifying Acquired Letter of Credit equal to such Lender’s Revolving Commitment Percentage thereof. Each Lender acknowledges and agrees that its obligation to acquire participations in Qualifying Acquired Letters of Credit pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Aggregate Maximum Credit Amounts, and that each payment by a Lender in respect of such participations shall be made without any offset, abatement, withholding or reduction whatsoever.

5.2 Replacement of Annex I to Credit Agreement. Annex I to the Credit Agreement shall be deemed to be amended (a) to the extent such Lender is not already listed as a Lender on Annex I to the Credit Agreement, to add each Lender listed in the table attached as Annex I hereto that has an Earthstone Merger Commitment (each, an “Earthstone Increasing Lender”), (b) with respect to each Earthstone Increasing Lender, to add the amount shown in the table attached as Annex I hereto as such Earthstone Increasing Lender’s Earthstone Merger Commitment to the amount of such Earthstone Increasing Lender’s Elected Revolving Commitment, if any, immediately prior to the Earthstone Merger Effective Date, (c) to update each Lender’s Revolving Commitment Percentage to equal the percentage of the Aggregate Elected Revolving Commitment Amount represented by such Lender’s Elected Revolving Commitment (after giving effect to the foregoing clause (b)), and (d) to update each Lender’s Maximum Credit Amount based on the updated Revolving Commitment Percentages (after giving effect to the foregoing clause (c)). Upon the effectiveness of this Section 5.2, the Administrative Agent shall post such amended Annex I to the Lenders and such posted Annex I shall be deemed to be attached as Annex I to the Credit Agreement absent manifest error.

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Immediately after giving effect to this Fifth Amendment and any Borrowings made on the Earthstone Merger Effective Date, (a) each Revolving Lender (including the New Lenders) who holds Revolving Loans in an aggregate amount less than its Revolving Commitment Percentage of all Revolving Loans shall advance new Revolving Loans which shall be disbursed to the Administrative Agent and used to repay Revolving Loans outstanding to each Revolving Lender who holds Revolving Loans in an aggregate amount greater than its Revolving Commitment Percentage of all Revolving Loans, (b) each Revolving Lender’s (including the New Lenders’) participation in each Letter of Credit, if any, shall be automatically adjusted to equal its Revolving Commitment Percentage, (c) such other adjustments shall be made as the Administrative Agent shall specify so that the Revolving Credit Exposure applicable to each Revolving Lender (including the New Lenders) equals its Revolving Commitment Percentage of the aggregate Revolving Credit Exposure of all Revolving Lenders and (d) to the extent requested by any Revolving Lender, the Borrower shall be required to make any break funding payments owing to such Revolving Lender that are required under Section 5.02 of the Credit Agreement as a result of the reallocation of Revolving Loans and adjustments described in this Section 5.2.

Section 6. Aggregate Elected Revolving Commitment Amounts. In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 7 and Section 8 hereof, each Earthstone Increasing Lender and the Borrower agree that, effective as of the Earthstone Merger Effective Date, the Aggregate Elected Revolving Commitment Amounts in effect immediately prior to the Earthstone Merger Effective Date shall be increased by $500,000,000.

Section 7. Conditions Precedent (Fifth Amendment). The effectiveness of this Fifth Amendment (including the Limited Consent set forth in Section 2 and Section 4 hereof, but other than Section 5 and Section 6 hereof) is subject to the following:

7.1 Counterparts. The Administrative Agent shall have received counterparts of this Fifth Amendment from (a) each of the Credit Parties, (b) Lenders constituting the Majority Lenders, (c) each New Lender and (d) each Earthstone Increasing Lender. Notwithstanding the foregoing, the limited consent contained in Section 2 hereof shall only require counterparts from (x) each of the Credit Parties and (y) the Majority Lenders to be effective.

7.2 Fees and Expenses. The Administrative Agent shall have received, to the extent invoiced, all fees and other amounts due and payable on or prior to the Fifth Amendment Effective Date (including all fees and other amounts due and payable to the Administrative Agent on account of the Lenders).

Section 8. Conditions Precedent to Section 5 and Section 6. The amendments to the Credit Agreement set forth in Section 5 of this Fifth Amendment and the increase in the Aggregate Elected Revolving Commitment Amounts set forth in Section 6 of this Fifth Amendment shall become effective on the date (the “Earthstone Merger Effective Date”) on which the conditions set forth in Section 7 and the following conditions have been satisfied:

8.1 Legal Opinions. The Administrative Agent shall have received a signed legal opinion of (a) Latham & Watkins LLP, counsel to the Credit Parties (including the New Obligated Parties), and (b) local counsel in any jurisdictions reasonably requested by the Administrative Agent, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

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8.2 Absence of Liens and Earthstone Credit Agreement Termination.

(a) The Administrative Agent shall have received evidence satisfactory to it (including mortgage releases and UCC-3 financing statement terminations, as applicable) that all Liens on the Equity Interests of the New Obligated Parties and the Properties of Earthstone OpCo and the New Obligated Parties have been released or terminated, subject only to the filing of applicable terminations and releases and Liens permitted under Section 9.03 of the Credit Agreement.

(b) The Administrative Agent shall have received a payoff letter and/or termination letter in form and substance reasonably satisfactory to the Administrative Agent evidencing that, contemporaneously with the effectiveness of Section 5 and Section 6 of this Fifth Amendment and the making of any Loans on the Earthstone Merger Effective Date, (a) all obligations outstanding under that certain Credit Agreement dated as of November 21, 2019 (as amended) among Earthstone OpCo, Wells Fargo Bank, National Association, as administrative agent and the other parties thereto have been repaid in full (other than contingent reimbursement obligations and indemnity obligations which, by their express terms, survive termination of the such Credit Agreement), (b) the commitments thereunder have been terminated, and (c) the liens securing the Debt under such agreement have been released and terminated.

8.3 Lien Searches (New Obligated Parties). The Administrative Agent shall have received appropriate UCC search results and county-level real property record search results reflecting no prior Liens encumbering the Properties of, or the Equity Interests in, Earthstone OpCo and the New Obligated Parties for Earthstone OpCo’s and each such New Obligated Party’s jurisdiction of organization or jurisdiction in which real property is located, as applicable, and any other jurisdiction requested by the Administrative Agent, other than those being assigned or released on or prior to the Earthstone Merger Effective Date or Liens permitted by Section 9.03 of the Credit Agreement.

8.4 Merger Closing Certificate. The Earthstone Merger shall have been consummated in accordance with the Earthstone Merger Agreement and the Administrative Agent shall have received a certificate of a Responsible Officer of the Credit Parties certifying: (a) that attached to such certificate are true, accurate and complete copies of the Earthstone Merger Agreement and all side letters and each other material agreement and assignment executed and delivered in connection with the Earthstone Merger (collectively, the “Earthstone Merger Documents”), (b) that substantially concurrently with any Borrowings on the Earthstone Merger Effective Date, the Borrower is consummating the Earthstone Merger substantially in accordance with the terms of the Earthstone Merger Documents (without any material waiver or amendment thereof not otherwise approved by the Administrative Agent, with such approval not to be unreasonably withheld, conditioned or delayed) and the Credit Parties shall, directly or indirectly, own all of the Oil and Gas Properties of Earthstone OpCo and the New Obligated Parties and (c) that all governmental and third party consents and all equity holder and board of director (or comparable entity management body) authorizations of the Earthstone Merger that are conditions to the consummation of the Earthstone Merger have been obtained and are in full force and effect.

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8.5 Stock Certificates and Powers. All Equity Interests of the New Obligated Parties shall have been pledged pursuant to the Security Agreement, and the Administrative Agent shall have received all certificates representing the Equity Interests of the New Obligated Parties accompanied by any instruments of transfer and/or undated powers endorsed in blank.

8.6 Assumption Agreement. The Administrative Agent shall have received an Assumption Agreement (as defined in the Security Agreement) as required by Section 8.14 of the Credit Agreement, Section 4.11 of the Security Agreement and Section 26 of the Guaranty Agreement in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by the New Obligated Parties.

8.7 Security Agreement Amendment. The Administrative Agent shall have received an Amendment (as defined in the Security Agreement) as required by Section 4.4 of the Security Agreement in form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by the applicable Credit Parties.

8.8 Officer’s Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of each New Obligated Party (including, for the avoidance of doubt, each New Obligated Party) setting forth (a) resolutions of its board of directors (or comparable governing body) with respect to the authorization of such New Obligated Party to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (b) the officers of such New Obligated Party who (i) are authorized to sign the Loan Documents to which such New Obligated Party is a party and (ii) will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with the Credit Agreement, as amended hereby, and the other Loan Documents, and the transactions contemplated thereby, (c) specimen signatures of such authorized officers, and (d) the articles or certificate of incorporation and bylaws (or comparable organizational documents for any New Obligated Parties that are not corporations) of such New Obligated Party, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the New Obligated Parties to the contrary.

8.9 UCC Financing Statements. The Administrative Agent shall have received UCC financing statements as the Administrative Agent may request with respect to each New Obligated Party to perfect the Liens granted pursuant to the Security Instruments that may be perfected by the filing of a financing statement.

8.10 Good Standing Certificates. The Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of each New Obligated Party.

8.11 Insurance Certificates. The Administrative Agent shall have received a certificate of insurance coverage of each New Obligated Party evidencing that the New Obligated Parties are carrying insurance in accordance with Section 7.12 of the Credit Agreement.

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8.12 KYC Requirements. The Administrative Agent and the Lenders shall have received, and be reasonably satisfied in form and substance with, all documentation and other information required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted to the USA PATRIOT Act, to the extent that Administrative Agent and/or the Lender have requested such documentation or other information at least ten (10) days prior to the Earthstone Merger Effective Date.

8.13 Notes. The Administrative Agent shall have received duly executed Notes payable to each Lender (including each New Lender) requesting a Note (to the extent requested at least two (2) Business Days prior to the Earthstone Merger Effective Date) in a principal amount equal to its Maximum Credit Amount (as amended hereby) dated as of the date hereof.

8.14 Schedule 7.14. The Administrative Agent shall have received an amended and restated Schedule 7.14 to the Credit Agreement reflecting all Subsidiaries of the Borrower after giving effect to the Earthstone Merger.

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

8.16 Fees and Expenses. The Administrative Agent shall have received, to the extent invoiced, all fees and other amounts due and payable on or prior to the Earthstone Merger Effective Date (including all fees and other amounts due and payable to the Administrative Agent on account of the Lenders (including the New Lenders)).

Section 9. New Lender. Effective as of the Fifth Amendment Effective Date, each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Fifth Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (c) from and after the Fifth Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder. Subject to Section 10.3 hereof, from the Fifth Amendment Effective Date until the Earthstone Merger Effective Date, each New Lender’s Revolving Commitment, Elected Revolving Commitment and Maximum Credit Amount shall be $0.

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Section 10. Post-Closing.

10.1 Within thirty (30) calendar days after the Earthstone Merger Effective Date (or such later date as may be extended by the Administrative Agent in its sole discretion), the Administrative Agent shall (a) have received title information, as the Administrative Agent may reasonably require, setting forth the status of title to at least eighty-five percent (85%) of the total value of the Proved Oil and Gas Properties evaluated in the then most recently delivered Reserve Report, including any Engineering Reports relating to the Oil and Gas Properties of Earthstone OpCo and its subsidiaries (collectively, the “Specified Reserve Report”) and (b) be reasonably satisfied that the Security Instruments create first priority, perfected Liens (subject only to Liens permitted under Section 9.03 of the Credit Agreement) on, among other things, at least eighty-five percent (85%) of the total value of the Proved Oil and Gas Properties evaluated in the Specified Reserve Report.

10.2 Within ninety (90) calendar days after the Earthstone Merger Effective Date (or such later date as may be extended by the Administrative Agent in its sole discretion), with respect to each Deposit Account, Commodity Account and Securities Account (in each case, as defined in the Security Agreement) of the New Obligated Parties in existence on the Earthstone Merger Effective Date, the Administrative Agent shall have received from the New Obligated Parties duly executed Control Agreements (as defined in the Security Agreement) in accordance with and to the extent required by the Security Agreement.

10.3 Termination. If for any reason the “Closing” as defined in the Earthstone Merger Agreement does not occur on or prior to the Earthstone Merger Outside Date (the “Termination Time”), then this Fifth Amendment shall be deemed to have terminated effective as of the Termination Time, each New Lender shall automatically cease to be a Lender for all purposes, and this Fifth Amendment shall become void and of no further force or effect without any further action by or liability to any party hereto or its respective Indemnitees, and following such termination, the Credit Agreement and the Loan Documents shall continue in full force and effect without giving any effect to this Fifth Amendment.

Section 11. Miscellaneous.

11.1 Confirmation and Effect. The provisions of the Credit Agreement (as amended by this Fifth Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this Fifth Amendment, and this Fifth Amendment shall not constitute a waiver of any provision of the Credit Agreement or any other Loan Document, except as expressly provided for in Section 2 herein. From and after the Fifth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby and giving effect to the matters provided for in Sections 4, 5, 6, and 9, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby and giving effect to the matters provided for in Sections 4, 5, 6, and 9.

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11.2 Ratification and Affirmation of Credit Parties. Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Fifth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Fifth Amendment except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Fifth Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Fifth Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Fifth Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

11.3 Counterparts. This Fifth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Fifth Amendment by facsimile or electronic (e.g., .pdf) transmission shall be effective as delivery of a manually executed original counterpart hereof.

11.4 No Oral Agreement. This written Fifth Amendment, the Credit Agreement and the other Loan Documents executed in connection herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties that modify the agreements of the parties in the Credit Agreement and the other Loan Documents.

11.5 Governing Law. This Fifth 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.

11.6 Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Fifth Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

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11.7 Severability. Any provision of this Fifth Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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

[Signature Pages Follow.]

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The parties hereto have caused this Fifth Amendment to be duly executed as of the day and year first above written.

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Signature Page to Limited Consent and Fifth Amendment to Third Amended and Restated Credit Agreement

Permian Resources Operating, LLC

Annex I

Earthstone Increasing Lenders

Annex A

New Obligated Parties

Earthstone Operating, LLC

Sabine River Energy, LLC

Earthstone Permian LLC

Independence Resources Technologies, LLC

Exhibit 4.3

Execution Version

SECOND SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES

PERMIAN RESOURCES OPERATING, LLC

THE GUARANTOR PARTIES HERETO

and

COMPUTERSHARE TRUST COMPANY, N.A.,

AS TRUSTEE,

DATED AS OF SEPTEMBER 5, 2023

This Second Supplemental Indenture, dated as of September 5, 2023 (this “Second Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation (the “New Subsidiary Guarantor”), Permian Resources Operating, LLC, a Delaware limited liability company (formerly, Centennial Resource Production, LLC, and, together with its successors and assigns, the “Company”), each existing Guarantor (the “Existing Guarantors”) under the Indenture referred to below, and Computershare Trust Company, N.A., as trustee (in such capacity, the “Trustee”).

W I T N E S S E T H

WHEREAS, Colgate Energy Partners III, LLC, a Delaware limited liability company (the “Original Issuer”) and the guarantors party thereto have heretofore executed and delivered to Wells Fargo Bank, National Association, as trustee (the “Former Trustee”), an indenture, dated as of January 27, 2021 (the “Base Indenture”), providing for the issuance of the Original Issuer’s 7.75% Senior Notes due 2026 (the “Notes”);

WHEREAS, pursuant to Section 7.09 of the Base Indenture, the Trustee acquired all or substantially all of the corporate trust business of the Former Trustee and became the successor Trustee under the Indenture;

WHEREAS, the Original Issuer, the Company, the Existing Guarantors and the Trustee have heretofore executed and delivered the First Supplemental Indenture, dated as of September 1, 2022 (the “First Supplemental Indenture”), which supplemented the Base Indenture (the Base Indenture, as so supplemented by the First Supplemental Indenture, the “Indenture”), pursuant to which the Company assumed, as a primary obligor, all of the Obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in the Indenture and all other obligations of the Original Issuer under the Indenture and the Notes as if it were the Original Issuer thereunder;

WHEREAS, Section 4.16 of the Base Indenture provides that, after the date of the Base Indenture, the Company is required to cause certain of its Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally Guarantee, on a joint and several basis with the other guarantors, all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein;

WHEREAS, pursuant to Section 9.01(h) of the Base Indenture, the Company, the Existing Guarantors, the New Subsidiary Guarantor and the Trustee are authorized to execute and deliver this Second Supplemental Indenture to amend or supplement the Indenture, the Notes or the Note Guarantees, without the consent of any Holder of Notes; and

WHEREAS, pursuant to Section 9.05 of the Base Indenture, the Trustee will sign any supplemental indenture authorized pursuant to Article 9 of the Base Indenture if the amendment or supplement does not adversely affect the rights, duties, liabilities, privileges, protections, benefits, indemnities or immunities of the Trustee.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

Definitions

SECTION 1.1 Defined Terms. Capitalized terms used but not defined in this Second Supplemental Indenture shall have the meanings ascribed to such terms in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

Agreement to be Bound; Guarantee

SECTION 2.1 Agreement to be Bound. The New Subsidiary Guarantor hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

SECTION 2.2 Guarantee. The New Subsidiary Guarantor hereby, on a joint and several basis with all the Existing Guarantors, agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Base Indenture including but not limited to Article 10 thereof.

SECTION 2.3 No Recourse Against Others. No director, manager, officer, member, partner, employee, incorporator or unitholder or other owner of Capital Stock of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture or the Note Guarantees or for any claims based on, in respect of, or by reason of, such obligations or their creation. The waiver and release are part of the consideration for issuance of the Notes.

ARTICLE III

Miscellaneous

SECTION 3.1 Notices. Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing in the English language and delivered in Person or by first class mail (registered or certified, return receipt requested), electronic image scan, facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company and the Guarantors:

Permian Resources Operating, LLC

300 N. Marienfeld St., Suite 1000

Midland, Texas 79701

Attn: Guy Oliphint

Email: guy.oliphint@permianres.com

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with a copy (which copy shall not constitute notice) to:

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

Attn: John M. Greer

Email: john.greer@lw.com

If to the Trustee:

Computershare Trust Company, N.A.

CTSO Mail Operations

1505 Energy Park Drive

St. Paul, MN 55108

Attn: Permian Resources Operating, LLC (f/k/a Centennial Resource Production, LLC,

f/k/a Colgate Energy Partners III, LLC) Account Manager

SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Second Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3 Governing Law.

(a) THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE.

(b) EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY (AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY.

SECTION 3.4 Severability Clause. In case any provision in this Second Supplemental Indenture is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

SECTION 3.5 Ratification of Indenture; Second Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Second Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

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SECTION 3.6 Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture, and each party hereto may sign any number of separate copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 3.7 Headings. The headings of the Articles and Sections of this Second Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Second Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.

SECTION 3.8 Trustee’s Disclaimer. The recitals contained herein shall be taken as the statements of the New Issuer, the Original Issuer, and the Guarantors, and the Trustee assumes no responsibility for the correctness of the same. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, and shall not be liable in connection therewith. The Trustee accepts the amendments of the Indenture effected by this Second Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.

[Signature page to Second Supplemental Indenture – 2026 Senior Notes]

[Signature page to Second Supplemental Indenture – 2026 Senior Notes]

[Signature page to Second Supplemental Indenture – 2026 Senior Notes]

[Signature page to Second Supplemental Indenture – 2026 Senior Notes]

[Signature page to Second Supplemental Indenture – 2026 Senior Notes]

[Signature page to Second Supplemental Indenture – 2026 Senior Notes]

Exhibit 4.4

Exeuction Version

SECOND SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES

PERMIAN RESOURCES OPERATING, LLC

THE GUARANTOR PARTIES HERETO

and

COMPUTERSHARE TRUST COMPANY, N.A.,

AS TRUSTEE,

DATED AS OF SEPTEMBER 5, 2023

This Second Supplemental Indenture, dated as of September 5, 2023 (this “Second Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation (the “New Subsidiary Guarantor”), Permian Resources Operating, LLC, a Delaware limited liability company (formerly, Centennial Resource Production, LLC, and, together with its successors and assigns, the “Company”), each existing Guarantor (the “Existing Guarantors”) under the Indenture referred to below, and Computershare Trust Company, N.A., as trustee (in such capacity, the “Trustee”).

W I T N E S S E T H

WHEREAS, Colgate Energy Partners III, LLC, a Delaware limited liability company (the “Original Issuer”) and the guarantors party thereto have heretofore executed and delivered to Wells Fargo Bank, National Association, as trustee (the “Former Trustee”), an indenture, dated as of June 30, 2021 (the “Base Indenture”), providing for the issuance of the Original Issuer’s 5.875% Senior Notes due 2029 (the “Notes”);

WHEREAS, pursuant to Section 7.09 of the Base Indenture, the Trustee acquired all or substantially all of the corporate trust business of the Former Trustee and became the successor Trustee under the Indenture;

WHEREAS, the Original Issuer, the Company, the Existing Guarantors and the Trustee have heretofore executed and delivered the First Supplemental Indenture, dated as of September 1, 2022 (the “First Supplemental Indenture”), which supplemented the Base Indenture (the Base Indenture, as so supplemented by the First Supplemental Indenture, the “Indenture”), pursuant to which the Company assumed, as a primary obligor, all of the Obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in the Indenture and all other obligations of the Original Issuer under the Indenture and the Notes as if it were the Original Issuer thereunder;

WHEREAS, Section 4.16 of the Base Indenture provides that, after the date of the Base Indenture, the Company is required to cause certain of its Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally Guarantee, on a joint and several basis with the other guarantors, all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein;

WHEREAS, pursuant to Section 9.01(h) of the Base Indenture, the Company, the Existing Guarantors, the New Subsidiary Guarantor and the Trustee are authorized to execute and deliver this Second Supplemental Indenture to amend or supplement the Indenture, the Notes or the Note Guarantees, without the consent of any Holder of Notes; and

WHEREAS, pursuant to Section 9.05 of the Base Indenture, the Trustee will sign any supplemental indenture authorized pursuant to Article 9 of the Base Indenture if the amendment or supplement does not adversely affect the rights, duties, liabilities, privileges, protections, benefits, indemnities or immunities of the Trustee.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

Definitions

SECTION 1.1 Defined Terms. Capitalized terms used but not defined in this Second Supplemental Indenture shall have the meanings ascribed to such terms in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

Agreement to be Bound; Guarantee

SECTION 2.1 Agreement to be Bound. The New Subsidiary Guarantor hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

SECTION 2.2 Guarantee. The New Subsidiary Guarantor hereby, on a joint and several basis with all the Existing Guarantors, agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Base Indenture including but not limited to Article 10 thereof.

SECTION 2.3 No Recourse Against Others. No director, manager, officer, member, partner, employee, incorporator or unitholder or other owner of Capital Stock of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture or the Note Guarantees or for any claims based on, in respect of, or by reason of, such obligations or their creation. The waiver and release are part of the consideration for issuance of the Notes.

ARTICLE III

Miscellaneous

SECTION 3.1 Notices. Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing in the English language and delivered in Person or by first class mail (registered or certified, return receipt requested), electronic image scan, facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company and the Guarantors:

Permian Resources Operating, LLC

300 N. Marienfeld St., Suite 1000

Midland, Texas 79701

Attn: Guy Oliphint

Email: guy.oliphint@permianres.com

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with a copy (which copy shall not constitute notice) to:

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

Attn: John M. Greer

Email: john.greer@lw.com

If to the Trustee:

Computershare Trust Company, N.A.

CTSO Mail Operations

1505 Energy Park Drive

St. Paul, MN 55108

Attn: Permian Resources Operating, LLC (f/k/a Centennial Resource Production, LLC, f/k/a Colgate Energy Partners III, LLC) Account Manager

SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Second Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3 Governing Law.

(a) THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE.

(b) EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY (AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY.

SECTION 3.4 Severability Clause. In case any provision in this Second Supplemental Indenture is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

SECTION 3.5 Ratification of Indenture; Second Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Second Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

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SECTION 3.6 Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture, and each party hereto may sign any number of separate copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 3.7 Headings. The headings of the Articles and Sections of this Second Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Second Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.

SECTION 3.8 Trustee’s Disclaimer. The recitals contained herein shall be taken as the statements of the New Issuer, the Original Issuer, and the Guarantors, and the Trustee assumes no responsibility for the correctness of the same. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, and shall not be liable in connection therewith. The Trustee accepts the amendments of the Indenture effected by this Second Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.

[Signature page to Second Supplemental Indenture – 2029 Senior Notes]

[Signature page to Second Supplemental Indenture – 2029 Senior Notes]

[Signature page to Second Supplemental Indenture – 2029 Senior Notes]

[Signature page to Second Supplemental Indenture – 2029 Senior Notes]

[Signature page to Second Supplemental Indenture – 2029 Senior Notes]

r

[Signature page to Second Supplemental Indenture – 2029 Senior Notes]

Exhibit 4.5

Execution Version

THIRD SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES

PERMIAN RESOURCES OPERATING, LLC

THE GUARANTOR PARTIES HERETO

and

UMB BANK, N.A.,

AS TRUSTEE,

DATED AS OF September 5, 2023

This Third Supplemental Indenture, dated as of September 5, 2023 (this “Third Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation (the “New Subsidiary Guarantor”), Permian Resources Operating, LLC, a Delaware limited liability company (formerly, Centennial Resource Production, LLC, and, together with its successors and assigns, the “Company”), each existing Guarantor (the “Existing Guarantors”) under the Indenture referred to below, and UMB Bank, N.A., as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Company, the guarantors party thereto and the Trustee have heretofore executed and delivered an Indenture, dated as of November 30, 2017 (the “Base Indenture”);

WHEREAS, the Company has issued its 5.375% Senior Notes due 2026 (the “Notes”) under the Base Indenture, as supplemented by the First Supplemental Indenture thereto dated as of May 22, 2020, as further supplemented by the Second Supplemental Indenture thereto dated as of September 1, 2022 (the Base Indenture, as so supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”);

WHEREAS, Section 4.11 of the Base Indenture provides that, after the Issue Date, the Company is required to cause certain of its Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally guarantee, on a joint and several basis with the other guarantors, the Guaranteed Obligations;

WHEREAS, pursuant to Section 9.01(a)(8) of the Base Indenture, the New Subsidiary Guarantor, the Trustee, the Existing Guarantors and the Company are authorized to execute and deliver this Third Supplemental Indenture to amend or supplement the Indenture, the Notes, or the Guarantees, without the consent of any Holder; and

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, the Company, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

Definitions

SECTION 1.1 Defined Terms. Capitalized terms used but not defined in this Third Supplemental Indenture shall have the meanings ascribed to such terms in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Third Supplemental Indenture refer to this Third Supplemental Indenture as a whole and not to any particular section hereof.

2

ARTICLE II

Agreement to be Bound; Guarantee

SECTION 2.1 Agreement to be Bound. The New Subsidiary Guarantor hereby (i) acknowledges and agrees that it receives substantial benefits from the Company and that the New Subsidiary Guarantor is providing its Guarantee for good and valuable consideration, including such substantial benefits, and (ii) confirms it becomes a party to the Indenture as a Guarantor by its execution hereof and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by all of the terms, provisions and conditions of the Indenture, including Article 10, applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

SECTION 2.2 Guarantee. Pursuant to Article 10 of the Indenture, the New Subsidiary Guarantor hereby, on a joint and several basis with all the Existing Guarantors, irrevocably and unconditionally Guarantees, on a senior unsecured basis, to each Holder of the Securities and the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Guaranteed Obligations when due, whether at Stated Maturity, by acceleration, redemption or otherwise.

ARTICLE III

Miscellaneous

SECTION 3.1 Notices. All notices and other communications to the New Subsidiary Guarantor shall be given as provided in Section 12.02 of the Base Indenture.

SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Third Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3 Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS THIRD SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY, EACH GUARANTOR AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS THIRD SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 3.4 Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Third Supplemental Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York, in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 12.02 of the Base Indenture will be effective service of process for any such suit, action or proceeding brought in any such court. Each of the Company, each Guarantor the Trustee and each Holder (by its acceptance of any Note) irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

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SECTION 3.5 Severability Clause. If any provision of this Third Supplemental Indenture is invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions of this Third Supplemental Indenture will not in any way be affected or impaired thereby.

SECTION 3.6 Ratification of Indenture; Third Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Third Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

SECTION 3.7 Counterparts. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy will be an original, and all of them together represent the same agreement. Delivery of an executed counterpart of this Third Supplemental Indenture by facsimile, electronically in portable document format or in any other format will be effective as delivery of a manually executed counterpart.

SECTION 3.8 Headings. The headings of the Articles and Sections of this Third Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Third Supplemental Indenture and will in no way modify or restrict any of the terms or provisions of this Third Supplemental Indenture.

SECTION 3.9 Trustee’s Disclaimer. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Third Supplemental Indenture and shall not be liable in connection therewith. The Trustee accepts the amendments of the Indenture effected by this Third Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first above written.

[Signature Page to Third Supplemental Indenture – 2026 Senior Notes]

[Signature Page to Third Supplemental Indenture – 2026 Senior Notes]

[Signature Page to Third Supplemental Indenture – 2026 Senior Notes]

[Signature Page to Third Supplemental Indenture – 2026 Senior Notes]

[Signature Page to Third Supplemental Indenture – 2026 Senior Notes]

[Signature Page to Third Supplemental Indenture – 2026 Senior Notes]

Exhibit 4.6

Execution Version

THIRD SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES

PERMIAN RESOURCES OPERATING, LLC

THE GUARANTOR PARTIES HERETO

and

UMB BANK, N.A.,

AS TRUSTEE,

DATED AS OF September 5, 2023

This Third Supplemental Indenture, dated as of September 5, 2023 (this “Third Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation (the “New Subsidiary Guarantor”), Permian Resources Operating, LLC, a Delaware limited liability company (formerly, Centennial Resource Production, LLC, and, together with its successors and assigns, the “Company”), each existing Guarantor (the “Existing Guarantors”) under the Indenture referred to below, and UMB Bank, N.A., as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Company, the guarantors party thereto and the Trustee have heretofore executed and delivered an Indenture, dated as of March 15, 2019 (the “Base Indenture”);

WHEREAS, the Company has issued its 6.875% Senior Notes due 2027 (the “Notes”) under the Base Indenture, as supplemented by the First Supplemental Indenture thereto dated as of May 22, 2020 (the “First Supplemental Indenture”), as further supplemented by the Second Supplemental Indenture thereto dated as of September 1, 2022 (the Base Indenture, as so supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”);

WHEREAS, Section 4.11 of the Base Indenture provides that, after the Issue Date, the Company is required to cause certain of its Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally guarantee, on a joint and several basis with the other guarantors, the Guaranteed Obligations;

WHEREAS, pursuant to Section 9.01(a)(8) of the Base Indenture, the New Subsidiary Guarantor, the Trustee, the Existing Guarantors and the Company are authorized to execute and deliver this Third Supplemental Indenture to amend or supplement the Indenture, the Notes, or the Guarantees, without the consent of any Holder; and

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, the Company, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

Definitions

SECTION 1.1 Defined Terms. Capitalized terms used but not defined in this Third Supplemental Indenture shall have the meanings ascribed to such terms in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Third Supplemental Indenture refer to this Third Supplemental Indenture as a whole and not to any particular section hereof.

2

ARTICLE II

Agreement to be Bound; Guarantee

SECTION 2.1 Agreement to be Bound. The New Subsidiary Guarantor hereby (i) acknowledges and agrees that it receives substantial benefits from the Company and that the New Subsidiary Guarantor is providing its Guarantee for good and valuable consideration, including such substantial benefits, and (ii) confirms it becomes a party to the Indenture as a Guarantor by its execution hereof and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by all of the terms, provisions and conditions of the Indenture, including Article 10, applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

SECTION 2.2 Guarantee. Pursuant to Article 10 of the Indenture, the New Subsidiary Guarantor hereby, on a joint and several basis with all the Existing Guarantors, irrevocably and unconditionally Guarantees, on a senior unsecured basis, to each Holder of the Securities and the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Guaranteed Obligations when due, whether at Stated Maturity, by acceleration, redemption or otherwise.

ARTICLE III

Miscellaneous

SECTION 3.1 Notices. All notices and other communications to the New Subsidiary Guarantor shall be given as provided in Section 12.02 of the Base Indenture.

SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Third Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3 Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS THIRD SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY, EACH GUARANTOR AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS THIRD SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 3.4 Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Third Supplemental Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York, in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 12.02 of the Base Indenture will be effective service of process for any such suit, action or proceeding brought in any such court. Each of the Company, each Guarantor the Trustee and each Holder (by its acceptance of any Note) irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

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SECTION 3.5 Severability Clause. If any provision of this Third Supplemental Indenture is invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions of this Third Supplemental Indenture will not in any way be affected or impaired thereby.

SECTION 3.6 Ratification of Indenture; Third Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Third Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

SECTION 3.7 Counterparts. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy will be an original, and all of them together represent the same agreement. Delivery of an executed counterpart of this Third Supplemental Indenture by facsimile, electronically in portable document format or in any other format will be effective as delivery of a manually executed counterpart.

SECTION 3.8 Headings. The headings of the Articles and Sections of this Third Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Third Supplemental Indenture and will in no way modify or restrict any of the terms or provisions of this Third Supplemental Indenture.

SECTION 3.9 Trustee’s Disclaimer. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Third Supplemental Indenture and shall not be liable in connection therewith. The Trustee accepts the amendments of the Indenture effected by this Third Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee.

[Signature Pages Follow]

4

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first above written.

[Signature Page to Third Supplemental Indenture – 2027 Senior Notes]

[Signature Page to Third Supplemental Indenture – 2027 Senior Notes]

[Signature Page to Third Supplemental Indenture – 2027 Senior Notes]

[Signature Page to Third Supplemental Indenture – 2027 Senior Notes]

[Signature Page to Third Supplemental Indenture – 2027 Senior Notes]

[Signature Page to Third Supplemental Indenture – 2027 Senior Notes]

Exhibit 4.7

Execution Version

THIRD SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES

PERMIAN RESOURCES OPERATING, LLC

THE GUARANTOR PARTIES HERETO

and

UMB BANK, N.A.,

AS TRUSTEE,

DATED AS OF September 5, 2023

This Third Supplemental Indenture, dated as of September 5, 2023 (this “Third Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation (the “New Subsidiary Guarantor”), Permian Resources Operating, LLC, a Delaware limited liability company (formerly, Centennial Resource Production, LLC, and, together with its successors and assigns, the “Company”), each existing Guarantor (the “Existing Guarantors”) under the Indenture referred to below, and UMB Bank, N.A., as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Company and the Trustee have heretofore executed and delivered an Indenture, dated as of March 19, 2021 (the “Base Indenture”), providing for the issuance of the debentures, notes or other debt instruments of the Company of any series authenticated and delivered pursuant to the Indenture (the “Securities”);

WHEREAS, the Company has issued its 3.25% Exchangeable Senior Notes due 2028 (the “Notes”) under the Base Indenture, as supplemented by the First Supplemental Indenture thereto dated as of March 19, 2021, as further supplemented by the Second Supplemental Indenture thereto dated as of September 1, 2022 (the Base Indenture, as so supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”);

WHEREAS, Section 9.05 of the First Supplemental Indenture provides that, after the date of the First Supplemental Indenture, the Company is required to cause certain of its Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally guarantee, on a joint and several basis with the other guarantors, the Guaranteed Obligations;

WHEREAS, pursuant to Section 8.01(B) of the First Supplemental Indenture, the New Subsidiary Guarantor, the Trustee, the Existing Guarantors and the Company are authorized to execute and deliver this Third Supplemental Indenture to amend or supplement the Indenture, the Notes, or the Guarantees, without the consent of any Holder; and SECTION 2.1 Agreement to be Bound.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, the Company, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

Definitions

SECTION 1.1 Defined Terms. Capitalized terms used but not defined in this Third Supplemental Indenture shall have the meanings ascribed to such terms in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Third Supplemental Indenture refer to this Third Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

Agreement to be Bound; Guarantee

The New Subsidiary Guarantor hereby (i) acknowledges and agrees that it receives substantial benefits from the Company and that the New Subsidiary Guarantor is providing its Guarantee for good and valuable consideration, including such substantial benefits, and (ii) confirms it becomes a party to the Indenture as a Guarantor by its execution hereof and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by all of the terms, provisions and conditions of the Indenture, including Article 9 of the Indenture, applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

SECTION 2.2 Guarantee. Pursuant to Article 9 of the Indenture, the New Subsidiary Guarantor hereby, on a joint and several basis with all the Existing Guarantors, fully and unconditionally Guarantees to each Holder of the Securities and the Trustee and its successors and assigns, regardless of the validity or enforceability of the Indenture or the Notes, the Guaranteed Obligations, whether at maturity, by acceleration, on a Fundamental Change Repurchase Date, upon Redemption or otherwise.

ARTICLE III

Miscellaneous

SECTION 3.1 Notices. All notices and other communications to the New Subsidiary Guarantor shall be given as provided in Section 12.01 of the First Supplemental Indenture.

SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Third Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3 Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS THIRD SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY, EACH GUARANTOR AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS THIRD SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 3.4 Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Third Supplemental Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York, in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding.

Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in Section 12.01 of the First Supplemental Indenture will be effective service of process for any such suit, action or proceeding brought in any such court. Each of the Company, each Guarantor the Trustee and each Holder (by its acceptance of any Note) irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

SECTION 3.5 Severability Clause. If any provision of this Third Supplemental Indenture is invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions of this Third Supplemental Indenture will not in any way be affected or impaired thereby.

SECTION 3.6 Ratification of Indenture; Third Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Third Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

SECTION 3.7 Counterparts. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy will be an original, and all of them together represent the same agreement. Delivery of an executed counterpart of this Third Supplemental Indenture by facsimile, electronically in portable document format or in any other format will be effective as delivery of a manually executed counterpart.

SECTION 3.8 Headings. The headings of the Articles and Sections of this Third Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Third Supplemental Indenture and will in no way modify or restrict any of the terms or provisions of this Third Supplemental Indenture.

SECTION 3.9 Trustee’s Disclaimer. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Third Supplemental Indenture and shall not be liable in connection therewith. The Trustee accepts the amendments of the Indenture effected by this Third Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first above written.

[Signature Page to Third Supplemental Indenture – 2028 Exchangeable Notes]

[Signature Page to Third Supplemental Indenture – 2028 Exchangeable Notes]

[Signature Page to Third Supplemental Indenture – 2028 Exchangeable Notes]

[Signature Page to Third Supplemental Indenture – 2028 Exchangeable Notes]

[Signature Page to Third Supplemental Indenture – 2028 Exchangeable Notes]

[Signature Page to Third Supplemental Indenture – 2028 Exchangeable Notes]