Exhibit 10.1
Execution Version
SIXTH AMENDMENT TO CREDIT AGREEMENT
This SIXTH AMENDMENT TO CREDIT AGREEMENT (this Sixth
Amendment) dated as of December 13, 2023, is among CRESCENT ENERGY FINANCE LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the
Borrower); each of the undersigned Guarantors (collectively with the Borrower, the Obligors); WELLS FARGO BANK, NATIONAL ASSOCIATION, as
administrative agent for the Lenders (in such capacity, together with its successors, the Administrative Agent), Collateral Agent and a Letter of Credit Issuer; and the Lenders signatory hereto.
RECITALS
A. The Borrower, the Administrative Agent, the Collateral Agent, the Letter of Credit Issuers and the Lenders are parties to that certain
Credit Agreement dated as of May 6, 2021 (as amended by the First Amendment to Credit Agreement, dated as of September 24, 2021, as amended by the Second Amendment to Credit Agreement, dated as of March 30, 2022, the Third Amendment
to Credit Agreement, dated as of March 30, 2022, the Fourth Amendment to Credit Agreement, dated as of September 23, 2022, the Fifth Amendment to Credit Agreement, dated as of July 3, 2023, and as further amended, modified,
supplemented or restated from time to time prior to the date hereof, the Credit Agreement), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.
B. The Borrower, the Administrative Agent and the Lenders party hereto (which constitute at least the Required Lenders) have agreed to amend
certain provisions of the Credit Agreement as more fully set forth herein.
C. 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 Sixth
Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section, exhibit and schedule references in this Sixth Amendment refer to sections, exhibits and schedules of the Credit Agreement.
Section 2. Amendments to the Credit Agreement on the Sixth Amendment Effective
Date. Subject to the conditions precedent contained in Section 3 hereof, the Credit Agreement shall be amended effective as of the Sixth Amendment Effective Date in
the manner provided in this Section 2.
2.1 Amendments to Section 1.1.
(a) The following definition is hereby amended and restated in its entirety to read as follows: