Item 1.01 Entry into a Material Definitive Agreement.



On May 17, 2023, PDC Energy, Inc. (the "Company') entered into a First Amendment
to Fifth Amended and Restated Credit Agreement (the "Amendment") with certain
lenders, including JPMorgan Chase Bank, N.A., as administrative agent. The
Amendment amends the Company's Fifth Amended and Restated Credit Agreement dated
as of November 2, 2021 (as previously amended and as further amended by the
Amendment, the "Credit Agreement").

In connection with the Amendment and as part of our semi-annual redetermination
of our borrowing base, the aggregate maximum credit amount was increased from
$2.5 billion to $3.5 billion and the borrowing base was reaffirmed at $3.5
billion. The Company elected an increase in its aggregate revolving commitment
amount from $1.5 billion to $1.8 billion. The borrowing base will remain at $3.5
billion until the next redetermination or adjustment of the borrowing base made
in accordance with the terms of the Credit Agreement. In addition, the
Amendment, among other things, amended the Credit Agreement to permit either (i)
the incurrence of pari passu term loans outside of the Credit Agreement on or
prior to the first anniversary of the effective date of the Amendment or (ii)
the incurrence of term loans from the Credit Agreement lenders, in either case
in an aggregate amount not to exceed one-third of the sum of (x) the aggregate
elected revolving commitment amount plus (y) the pro forma total amount of total
term loans outstanding, and further subject to the borrowing base and the other
limitations and conditions set forth in the Credit Agreement.

The foregoing description of the Amendment is qualified in its entirety by reference to the full and complete terms of the Amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith.



    Exhibit No.            Description

        10.1                 First Amendment to Fifth Amended and Restated

Credit Agreement, dated as


                           of May 17, 2023, among PDC Energy, Inc., as

borrower, the guarantors party


                           thereto, JPMorgan Chase Bank, N.A., as

administrative agent, and the


                           lenders named therein.
        104                Cover Page Interactive Data File (embedded within the Inline XBRL
                           document).

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