PR Permian Resources Corporation

Exhibit 4.1

Execution Version

THIRD 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 NOVEMBER 1, 2023

This Third Supplemental Indenture, dated as of November 1, 2022 (this “Third Supplemental Indenture”), is among (a) Permian Resources Operating, LLC (as successor in interest to Centennial Resource Production, LLC (“CRP”), as successor in interest to Colgate Energy Partners III, LLC (the “Original Issuer”)), a Delaware limited liability company (the “Company”), (b) each of the entities listed on the signature pages hereto as “Existing Guarantors” (collectively, the “Existing Guarantors”), (c) each of the entities listed on the signature pages hereto as “Additional Subsidiary Guarantors” (collectively, the “Additional Subsidiary Guarantors” and together with the Existing Guarantors, the “Guarantors”) and (d) Computershare Trust Company, N.A., as trustee (in such capacity, the “Trustee”).

W I T N E S S E T H

WHEREAS, the Original Issuer has 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”), as supplemented by that certain First Supplemental Indenture, dated as of September 1, 2022 (the “First Supplemental Indenture”) and by that certain Second Supplemental Indenture, dated as of September 5, 2023 (the“Second Supplemental Indenture,” and together with the Base Indenture, the Second Supplemental Indenture and this Third Supplemental Indenture, the “Indenture”), among CRP, the Initial Issuer, the guarantor parties listed therein and the Trustee, pursuant to which the CRP assumed the obligations of the Original Issuer under the Notes and the Base Indenture and the New Guarantors (as such term is defined therein) unconditionally guaranteed, on a joint and several basis with the other Guarantors, the Guarantees;

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, on the date hereof, pursuant to an Agreement and Plan of Merger, dated as of August 21, 2023, among the Company, Permian Resources Corporation (“Parent”), Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II”), Earthstone Energy, Inc., a Delaware corporation (“Earthstone”) and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Earthstone OpCo”), pursuant to which (i) Merger Sub I merged with and into Earthstone (the “Initial Company Merger”), with Earthstone surviving the Initial Company Merger as a wholly owned subsidiary of Parent (the “Initial Surviving Corporation”), (ii) following the Initial Company Merger, the Initial Surviving Corporation merged with and into Merger Sub II (the “Subsequent Company Merger” and, together with the Initial Company Merger, the “Company Mergers”), with Merger Sub II surviving the Subsequent Company Merger as a wholly owned subsidiary of Parent, and (iii) following the Company Mergers, Earthstone OpCo merged with and into the Company (the “OpCo Merger,”), with the Company surviving the OpCo Merger;

WHEREAS, Section 4.16 of the Base Indenture provides that, after the Issue Date, the Company is required to cause certain of its Restricted 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 Guarantees;

WHEREAS, pursuant to Section 9.01(h) of the Base Indenture, each of the Company and the Guarantors are duly 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, to add any additional Guarantee of the Notes as provided in the Indenture or otherwise;

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

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 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

SECTION 2.1 Agreement to be Bound. Each Additional 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. Each Additional 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 Indenture including but not limited to Article 10 thereof.

ARTICLE III

Miscellaneous

SECTION 3.1 Notices. All notices and other communications to the Additional Subsidiary Guarantors, as applicable, 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; Jury Trial.

(a) THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS THIRD 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 THIRD SUPPLEMENTAL INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY

SECTION 3.4 Severability Clause. In case any provision in this Third 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; 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 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 Third Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

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

SECTION 3.8 Trustee’s Disclaimer. The recitals contained herein shall be taken as the statements of the Company and the Guarantors, 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, all 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]

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

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

Exhibit 4.2

Execution Version

THIRD 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 NOVEMBER 1, 2023

This Third Supplemental Indenture, dated as of November 1, 2022 (this “Third Supplemental Indenture”), is among (a) Permian Resources Operating, LLC (as successor in interest to Centennial Resource Production, LLC (“CRP”), as successor in interest to Colgate Energy Partners III, LLC (the “Original Issuer”)), a Delaware limited liability company (the “Company”), (b) each of the entities listed on the signature pages hereto as “Existing Guarantors” (collectively, the “Existing Guarantors”), (c) each of the entities listed on the signature pages hereto as “Additional Subsidiary Guarantors” (collectively, the “Additional Subsidiary Guarantors” and together with the Existing Guarantors, the “Guarantors”) and (d) Computershare Trust Company, N.A., as trustee (in such capacity, the “Trustee”).

W I T N E S S E T H

WHEREAS, the Original Issuer has 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”), as supplemented by that certain First Supplemental Indenture, dated as of September 1, 2022 (the “First Supplemental Indenture”) and by that certain Second Supplemental Indenture, dated as of September 5, 2023 (the “Second Supplemental Indenture,” and together with the Base Indenture, the Second Supplemental Indenture and this Third Supplemental Indenture, the “Indenture”), among CRP, the Initial Issuer, the guarantor parties listed therein and the Trustee, pursuant to which the CRP assumed the obligations of the Original Issuer under the Notes and the Base Indenture and the New Guarantors (as such term is defined therein) unconditionally guaranteed, on a joint and several basis with the other Guarantors, the Guarantees;

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, on the date hereof, pursuant to an Agreement and Plan of Merger, dated as of August 21, 2023, among the Company, Permian Resources Corporation (“Parent”), Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II”), Earthstone Energy, Inc., a Delaware corporation (“Earthstone”) and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Earthstone OpCo”), pursuant to which (i) Merger Sub I merged with and into Earthstone (the “Initial Company Merger”), with Earthstone surviving the Initial Company Merger as a wholly owned subsidiary of Parent (the “Initial Surviving Corporation”), (ii) following the Initial Company Merger, the Initial Surviving Corporation merged with and into Merger Sub II (the “Subsequent Company Merger” and, together with the Initial Company Merger, the “Company Mergers”), with Merger Sub II surviving the Subsequent Company Merger as a wholly owned subsidiary of Parent, and (iii) following the Company Mergers, Earthstone OpCo merged with and into the Company (the “OpCo Merger,”), with the Company surviving the OpCo Merger;

WHEREAS, Section 4.16 of the Base Indenture provides that, after the Issue Date, the Company is required to cause certain of its Restricted 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 Guarantees;

WHEREAS, pursuant to Section 9.01(h) of the Base Indenture, each of the Company and the Guarantors may amend or supplement the Indenture, the Notes, or the Guarantees, without the consent of any Holder, to add any additional Guarantee of the Notes as provided in the Indenture or otherwise;

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

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 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

SECTION 2.1 Agreement to be Bound. Each Additional 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. Each Additional 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 Indenture including but not limited to Article 10 thereof.

ARTICLE III

Miscellaneous

SECTION 3.1 Notices. All notices and other communications to the Additional Subsidiary Guarantors, as applicable, 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; Jury Trial.

(a) THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS THIRD 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 THIRD SUPPLEMENTAL INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY

SECTION 3.4 Severability Clause. In case any provision in this Third 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; 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 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 Third Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

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

SECTION 3.8 Trustee’s Disclaimer. The recitals contained herein shall be taken as the statements of the Company and the Guarantors, 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, all as of the date first above written.

[Signature Page to Third Supplemental Indenture – 2029 Senior Notes]

[Signature Page to Third Supplemental Indenture – 2029 Senior Notes]

[Signature Page to Third Supplemental Indenture – 2029 Senior Notes]

[Signature Page to Third Supplemental Indenture – 2029 Senior Notes]

[Signature Page to Third Supplemental Indenture – 2029 Senior Notes]

[Signature Page to Third Supplemental Indenture – 2029 Senior Notes]

[Signature Page to Third Supplemental Indenture – 2029 Senior Notes]

[Signature Page to Third Supplemental Indenture – 2029 Senior Notes]

Exhibit 4.3

Execution Version

FOURTH SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES

BY AND AMONG

THE GUARANTOR PARTIES HERETO

PERMIAN RESOURCES OPERATING, LLC

and

UMB BANK, N.A.,

AS TRUSTEE,

DATED AS OF NOVEMBER 1, 2023

This Fourth Supplemental Indenture, dated as of November 1, 2023 (this “Fourth Supplemental Indenture”), is among Earthstone Operating, LLC, a Texas limited liability company, Earthstone Permian LLC, a Texas limited liability company, Sabine River Energy, LLC, a Texas limited liability company, Independence Resources Technologies, LLC, a Delaware limited liability company, Earthstone Oil & Gas Holdings, LLC, a Delaware limited liability company, Earthstone Oil & Gas Texas, LLC, a Delaware limited liability company, Earthstone Oil & Gas Northern Delaware, LLC, a Delaware limited liability company, Earthstone Energy Assets, LLC, a Delaware limited liability company, Earthstone Energy Operating, LLC, a Delaware limited liability company (collectively, the “Additional Subsidiary Guarantors”), Permian Resources Operating, LLC (as successor in interest to Centennial Resource Production, LLC), a Delaware limited liability company (together with its successors and assigns, the “Company”), each other existing guarantor (the “Existing Guarantors,” and together with the Additional Subsidiary Guarantors, the “Guarantors”) under the Indenture (as defined below), and UMB Bank, N.A., as trustee (the “Trustee”), under the Indenture.

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 November 30, 2017 (the “Base Indenture”), by and among the Company, the Guarantors party thereto and the Trustee, providing for the issuance and establishing the terms of the Company’s 5.375% Senior Notes due 2026 (the “Notes”);

WHEREAS, Permian Resources Corporation (as successor in interest to Centennial Resource Development, Inc.), a Delaware corporation (the “Parent”), and the Trustee have heretofore executed and delivered that certain First Supplemental Indenture, dated as of May 22, 2020 (the “First Supplemental Indenture”), which supplemented the Base Indenture, pursuant to which the Parent unconditionally guaranteed, on a joint and several basis with the other Guarantors, the Guaranteed Obligations, and Parent and the Trustee have heretofore executed and delivered that certain Second Supplemental Indenture, dated as of September 1, 2022 (the “Second Supplemental Indenture”) and that certain Third Supplemental Indenture, dated as of September 5, 2023 (the “Third Supplemental Indenture”), which supplemented the Base Indenture (the Base Indenture, as so supplemented by the First Supplemental Indenture, Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”), pursuant to which the New Subsidiary Guarantors (as such term is defined therein) unconditionally guaranteed, on a joint and several basis with the other Guarantors, the Guaranteed Obligations;

WHEREAS, on the date hereof, pursuant to an Agreement and Plan of Merger, dated as of August 21, 2023, among the Company, Parent, Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II”), Earthstone Energy, Inc., a Delaware corporation (“Earthstone”) and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Earthstone OpCo”), pursuant to which (i) Merger Sub I merged with and into Earthstone (the “Initial Company Merger”), with Earthstone surviving the Initial Company Merger as a wholly owned subsidiary of Parent (the “Initial Surviving Corporation”), (ii) following the Initial Company Merger, the Initial Surviving Corporation merged with and into Merger Sub II (the “Subsequent Company Merger” and, together with the Initial Company Merger, the “Company Mergers”), with Merger Sub II surviving the Subsequent Company Merger as a wholly owned subsidiary of Parent, and (iii) following the Company Mergers, Earthstone OpCo merged with and into the Company (the “OpCo Merger,”), with the Company surviving the OpCo Merger;

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 Additional Subsidiary Guarantors, the Trustee, the Existing Guarantors and the Company are authorized to execute and deliver this Fourth 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 Additional Subsidiary Guarantors, 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 Fourth 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 Fourth Supplemental Indenture refer to this Fourth 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. Each Additional Subsidiary Guarantor hereby 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 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 Base Indenture, each Additional 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 Additional Subsidiary Guarantors 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 Fourth Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3 Governing Law; Jury Trial. THIS FOURTH SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS FOURTH 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 FOURTH 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 Fourth 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.

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 Fourth Supplemental Indenture will not in any way be affected or impaired thereby.

SECTION 3.6 Ratification of Indenture; Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Fourth Supplemental Indenture and will in no way modify or restrict any of the terms or provisions of this Fourth 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 Fourth Supplemental Indenture and shall not be liable in connection therewith. The Trustee accepts the amendments of the Indenture effected by this Fourth 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 Fourth Supplemental Indenture to be duly executed as of the date first above written.

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

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

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

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

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

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

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

Exhibit 4.4

Execution Version

FOURTH SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES

BY AND AMONG

THE GUARANTOR PARTIES HERETO

PERMIAN RESOURCES OPERATING, LLC

and

UMB BANK, N.A.,

AS TRUSTEE,

DATED AS OF NOVEMBER 1, 2023

This Fourth Supplemental Indenture, dated as of November 1, 2023 (this “Fourth Supplemental Indenture”), is among Earthstone Operating, LLC, a Texas limited liability company, Earthstone Permian LLC, a Texas limited liability company, Sabine River Energy, LLC, a Texas limited liability company, Independence Resources Technologies, LLC, a Delaware limited liability company, Earthstone Oil & Gas Holdings, LLC, a Delaware limited liability company, Earthstone Oil & Gas Texas, LLC, a Delaware limited liability company, Earthstone Oil & Gas Northern Delaware, LLC, a Delaware limited liability company, Earthstone Energy Assets, LLC, a Delaware limited liability company, Earthstone Energy Operating, LLC, a Delaware limited liability company (collectively, the “Additional Subsidiary Guarantors”), Permian Resources Operating, LLC (as successor in interest to Centennial Resource Production, LLC), a Delaware limited liability company (together with its successors and assigns, the “Company”), each other existing guarantor (the “Existing Guarantors,” and together with the Additional Subsidiary Guarantors, the “Guarantors”) under the Indenture (as defined below), and UMB Bank, N.A., as trustee (the “Trustee”), under the Indenture.

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 15, 2019 (the “Base Indenture”), by and among the Company, the Guarantors party thereto and the Trustee, providing for the issuance and establishing the terms of the Company’s 6.875% Senior Notes due 2027 (the “Notes”);

WHEREAS, Permian Resources Corporation (as successor in interest to Centennial Resource Development, Inc.), a Delaware corporation (the “Parent”), and the Trustee have heretofore executed and delivered that certain First Supplemental Indenture, dated as of May 22, 2020 (the “First Supplemental Indenture”), which supplemented the Base Indenture, pursuant to which the Parent unconditionally guaranteed, on a joint and several basis with the other Guarantors, the Guaranteed Obligations, and Parent and the Trustee have heretofore executed and delivered that certain Second Supplemental Indenture, dated as of September 1, 2022 (the “Second Supplemental Indenture”) and that certain Third Supplemental Indenture, dated as of September 5, 2023 (the “Third Supplemental Indenture”), which supplemented the Base Indenture (the Base Indenture, as so supplemented by the First Supplemental Indenture, Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”), pursuant to which the New Subsidiary Guarantors (as such term is defined therein) unconditionally guaranteed, on a joint and several basis with the other Guarantors, the Guaranteed Obligations;

WHEREAS, on the date hereof, pursuant to an Agreement and Plan of Merger, dated as of August 21, 2023, among the Company, Parent, Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II”), Earthstone Energy, Inc., a Delaware corporation (“Earthstone”) and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Earthstone OpCo”), pursuant to which (i) Merger Sub I merged with and into Earthstone (the “Initial Company Merger”), with Earthstone surviving the Initial Company Merger as a wholly owned subsidiary of Parent (the “Initial Surviving Corporation”), (ii) following the Initial Company Merger, the Initial Surviving Corporation merged with and into Merger Sub II (the “Subsequent Company Merger” and, together with the Initial Company Merger, the “Company Mergers”), with Merger Sub II surviving the Subsequent Company Merger as a wholly owned subsidiary of Parent, and (iii) following the Company Mergers, Earthstone OpCo merged with and into the Company (the “OpCo Merger,”), with the Company surviving the OpCo Merger;

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 Additional Subsidiary Guarantors, the Trustee, the Existing Guarantors and the Company are authorized to execute and deliver this Fourth 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 Additional Subsidiary Guarantors, 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 Fourth 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 Fourth Supplemental Indenture refer to this Fourth 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. Each Additional Subsidiary Guarantor hereby 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 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 Base Indenture, each Additional 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 Additional Subsidiary Guarantors 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 Fourth Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3 Governing Law; Jury Trial. THIS FOURTH SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS FOURTH 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 FOURTH 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 Fourth 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.

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 Fourth Supplemental Indenture will not in any way be affected or impaired thereby.

SECTION 3.6 Ratification of Indenture; Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Fourth Supplemental Indenture and will in no way modify or restrict any of the terms or provisions of this Fourth 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 Fourth Supplemental Indenture and shall not be liable in connection therewith. The Trustee accepts the amendments of the Indenture effected by this Fourth 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 Fourth Supplemental Indenture to be duly executed as of the date first above written.

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

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

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

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

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

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

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

Exhibit 4.5

Execution Version

FOURTH SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES

BY AND AMONG

THE GUARANTOR PARTIES HERETO

PERMIAN RESOURCES OPERATING, LLC

and

UMB BANK, N.A.,

AS TRUSTEE,

DATED AS OF NOVEMBER 1, 2023

This Fourth Supplemental Indenture, dated as of November 1, 2023 (this “Fourth Supplemental Indenture”), is among Earthstone Operating, LLC, a Texas limited liability company, Earthstone Permian LLC, a Texas limited liability company, Sabine River Energy, LLC, a Texas limited liability company, Independence Resources Technologies, LLC, a Delaware limited liability company, Earthstone Oil & Gas Holdings, LLC, a Delaware limited liability company, Earthstone Oil & Gas Texas, LLC, a Delaware limited liability company, Earthstone Oil & Gas Northern Delaware, LLC, a Delaware limited liability company, Earthstone Energy Assets, LLC, a Delaware limited liability company, Earthstone Energy Operating, LLC, a Delaware limited liability company (collectively, the “Additional Subsidiary Guarantors”), Permian Resources Operating, LLC (as successor in interest to Centennial Resource Production, LLC), a Delaware limited liability company (together with its successors and assigns, the “Company”), each other existing guarantor (the “Existing Guarantors,” and together with the Additional Subsidiary Guarantors, the “Guarantors”) under the Indenture (as defined below), and UMB Bank, N.A., as trustee (the “Trustee”), under the Indenture.

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, the Existing Guarantors and the Trustee have heretofore executed and delivered that certain First Supplemental Indenture, dated as of March 19, 2021 (the “First Supplemental Indenture”), which supplemented the Base Indenture (the Base Indenture, as so supplemented, the “Indenture”) to establish the terms, and provide for the issuance, of a new series of Securities constituting the Company’s 3.25% Exchangeable Senior Notes due 2028 (the “Notes”), and Parent and the Trustee have heretofore executed and delivered that certain Second Supplemental Indenture, dated as of September 1, 2022 (the “Second Supplemental Indenture”) and that certain Third Supplemental Indenture, dated as of September 5, 2023 (the “Third Supplemental Indenture”), which supplemented the Base Indenture (the Base Indenture, as so supplemented by the First Supplemental Indenture, Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”), pursuant to which the New Subsidiary Guarantors (as such term is defined therein) unconditionally guaranteed, on a joint and several basis with the other Guarantors, the Guaranteed Obligations;

WHEREAS, on the date hereof, pursuant to an Agreement and Plan of Merger, dated as of August 21, 2023, among the Company, Parent, Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II”), Earthstone Energy, Inc., a Delaware corporation (“Earthstone”) and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Earthstone OpCo”), pursuant to which (i) Merger Sub I merged with and into Earthstone (the “Initial Company Merger”), with Earthstone surviving the Initial Company Merger as a wholly owned subsidiary of Parent (the “Initial Surviving Corporation”), (ii) following the Initial Company Merger, the Initial Surviving Corporation merged with and into Merger Sub II (the “Subsequent Company Merger” and, together with the Initial Company Merger, the “Company Mergers”), with Merger Sub II surviving the Subsequent Company Merger as a wholly owned subsidiary of Parent, and (iii) following the Company Mergers, Earthstone OpCo merged with and into the Company (the “OpCo Merger,”), with the Company surviving the OpCo Merger;

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 Additional Subsidiary Guarantors, the Trustee, the Existing Guarantors and the Company are authorized to execute and deliver this Fourth 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 Additional Subsidiary Guarantors, 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 Fourth 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 Fourth Supplemental Indenture refer to this Fourth 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. Each Additional Subsidiary Guarantor hereby (i) acknowledges and agrees that it receives substantial benefits from the Company and that such Additional 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 agrees to be bound by all of the terms, provisions and conditions of the Indenture, including Article 9, 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, each Additional 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 Additional Subsidiary Guarantors 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 Fourth Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3 Governing Law; Jury Trial. THIS FOURTH SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS FOURTH 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 FOURTH 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 Fourth 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 Fourth Supplemental Indenture will not in any way be affected or impaired thereby.

SECTION 3.6 Ratification of Indenture; Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Fourth Supplemental Indenture and will in no way modify or restrict any of the terms or provisions of this Fourth 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 Fourth Supplemental Indenture and shall not be liable in connection therewith. The Trustee accepts the amendments of the Indenture effected by this Fourth 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 Fourth Supplemental Indenture to be duly executed as of the date first above written.

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

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

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

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

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

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

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

Exhibit 4.6

Execution Version

FIRST SUPPLEMENTAL INDENTURE IN RESPECT OF SUBSIDIARY GUARANTEES

BY AND AMONG

PERMIAN RESOURCES OPERATING, LLC

THE GUARANTOR PARTIES HERETO

and

COMPUTERSHARE TRUST COMPANY, N.A.,

AS TRUSTEE,

DATED AS OF NOVEMBER 1, 2023

This First Supplemental Indenture, dated as of November 1, 2023 (this “First Supplemental Indenture”), is among Earthstone Operating, LLC, a Texas limited liability company, Earthstone Permian LLC, a Texas limited liability company, Sabine River Energy, LLC, a Texas limited liability company, Independence Resources Technologies, LLC, a Delaware limited liability company, Earthstone Oil & Gas Holdings, LLC, a Delaware limited liability company, Earthstone Oil & Gas Texas, LLC, a Delaware limited liability company, Earthstone Oil & Gas Northern Delaware, LLC, a Delaware limited liability company, Earthstone Energy Assets, LLC, a Delaware limited liability company, Earthstone Energy Operating, LLC, a Delaware limited liability company (collectively, the “Additional Subsidiary Guarantors,” and each an “Additional Guarantor”), Permian Resources Operating, LLC, a Delaware limited liability company (together with its successors and assigns, the “Company”), each other existing guarantor (the “Existing Guarantors,” and together with the Additional Subsidiary Guarantors, the “Guarantors”) under the Indenture (as defined below), and Computershare Trust Company, N.A., as trustee (the “Trustee”), under the Indenture.

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 September 12, 2023 (together with this First Supplemental Indenture, the “Indenture”), by and among the Company, the Guarantors party thereto and the Trustee, providing for the issuance and establishing the terms of the Company’s 7.000% Senior Notes due 2032 (the “Notes”);

WHEREAS, on the date hereof, pursuant to an Agreement and Plan of Merger, dated as of August 21, 2023, among the Company, Permian Resources Corporation, a Delaware corporation (“Parent”), Smits Merger Sub I Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub II”), Earthstone Energy, Inc., a Delaware corporation (“Earthstone”) and Earthstone Energy Holdings, LLC, a Delaware limited liability company (“Earthstone OpCo”), pursuant to which (i) Merger Sub I merged with and into Earthstone (the “Initial Company Merger”), with Earthstone surviving the Initial Company Merger as a wholly owned subsidiary of Parent (the “Initial Surviving Corporation”), (ii) following the Initial Company Merger, the Initial Surviving Corporation merged with and into Merger Sub II (the “Subsequent Company Merger” and, together with the Initial Company Merger, the “Company Mergers”), with Merger Sub II surviving the Subsequent Company Merger as a wholly owned subsidiary of Parent, and (iii) following the Company Mergers, Earthstone OpCo merged with and into the Company (the “OpCo Merger,”), with the Company surviving the OpCo Merger;

WHEREAS, Section 4.11 of the 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(8) of the Indenture, the Additional Subsidiary Guarantors, the Trustee, the Existing Guarantors and the Company are authorized to execute and deliver this First 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 Additional Subsidiary Guarantors, 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 First 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 First Supplemental Indenture refer to this First 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. Each Additional Subsidiary Guarantor hereby 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 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, each Additional 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 Notes 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 Additional Subsidiary Guarantors shall be given as provided in Section 12.02 of the 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 First Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3 Governing Law; Jury Trial. THIS FIRST SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS FIRST 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 FIRST SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 3.4 Ratification of Indenture; First 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 First 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 First Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

SECTION 3.5 Counterparts. The parties may sign any number of copies of this First 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 First 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 3.6 Headings. The headings of the Articles and Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture and will in no way modify or restrict any of the terms or provisions of this First Supplemental Indenture.

SECTION 3.7 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 First Supplemental Indenture and shall not be liable in connection therewith. The Trustee accepts the amendments of the Indenture effected by this First 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 First Supplemental Indenture to be duly executed as of the date first above written.

[Signature Page to First Supplemental Indenture – 2032 Senior Notes]

[Signature Page to First Supplemental Indenture – 2032 Senior Notes]

[Signature Page to First Supplemental Indenture – 2032 Senior Notes]

[Signature Page to First Supplemental Indenture – 2032 Senior Notes]

[Signature Page to First Supplemental Indenture – 2032 Senior Notes]

[Signature Page to First Supplemental Indenture – 2032 Senior Notes]

[Signature Page to First Supplemental Indenture – 2032 Senior Notes]

[Signature Page to First Supplemental Indenture – 2032 Senior Notes]

Exhibit 4.7

Execution Version

SECOND SUPPLEMENTAL INDENTURE

This Second Supplemental Indenture, dated as of November 1, 2023 (this “Supplemental Indenture”), is among each of the entities listed on Exhibit A attached hereto (collectively, the “Additional Guarantors,” and each an “Additional Guarantor”), Permian Resources Operating, LLC (together with its successors and assigns, the “Company” or the “New Issuer”), as successor to Earthstone Energy Holdings, LLC (the “Original Issuer”), each other Guarantor under the Indenture referred to below, and U.S. Bank Trust Company, National Association, as Trustee under the Indenture referred to below.

WITNESSETH:

WHEREAS, the Original Issuer, the Guarantors party thereto and the Trustee have heretofore executed and delivered an Indenture, dated as of April 12, 2022 (the “Base Indenture”), providing for the issuance of an aggregate principal amount of $550,000,000 of 8.000% Senior Notes due 2027 of the Company (the “Notes”);

WHEREAS, the Original Issuer, the Guarantors party thereto and the Trustee have heretofore executed and delivered a First Supplemental Indenture, dated as of August 15, 2023 (the “First Supplemental Indenture”), which supplemented the Base Indenture (the Base Indenture as so supplemented, the “Indenture”), pursuant to which additional entities unconditionally guaranteed, on a joint and several basis with the other then-existing Guarantors, the Obligations pursuant to Article X of the Indenture;

WHEREAS, on August 21, 2023, the Original Issuer and Earthstone Energy Inc. (the “Original Parent”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Permian Resources Corporation (the “New Parent”), Smits Merger Sub I Inc (“Merger Sub I”), Smits Merger Sub II LLC (“Merger Sub II”) and the New Issuer;

WHEREAS, Section 4.1 of the Indenture provides that the Original Issuer may, among other things, merge with or into another Person if, among other things, (a) the Person formed by or surviving such consolidation or merger (if other than the Original Issuer) is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than the Original Issuer) assumes all the obligations of the Original Issuer under the Notes and the Indenture pursuant to a supplemental indenture, (c) immediately after such transaction, no Payment Default or Event of Default exists, (d) immediately after giving effect to such transaction and any related financing transaction on a pro forma basis, certain financial tests will be met and (e) the Original Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture, if any, do not violate the Indenture;

WHERAS, pursuant to the Merger Agreement, on the date hereof, (a) the Original Issuer merged with and into the New Issuer, with the New Issuer continuing as the surviving entity, and (b) after being merged with and into Merger Sub II, the Original Parent’s separate corporate existence ceased and Merger Sub II continued as the surviving entity and the direct subsidiary of New Parent;

WHEREAS, Section 3.11 of the Indenture provides that after the Issue Date, the Company is required to cause certain 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 full and prompt payment of the principal of, premium, if any, and interest on the Notes;

WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee, the Guarantors and the Company are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder, to (a) to provide for the assumption of the Original Issuer’s obligations to Holders of the Notes and Note Guarantees in the case of a merger of the Original Issuer, (b) to add any additional guarantee of the Notes and (c) to make any change that does not adversely affect the legal rights under the Indenture; and

WHEREAS, the parties hereto desire to enter into this Supplemental Indenture to evidence (a) the assumption by the New Issuer of all of the obligations of the Original Issuer under the Notes and the Indenture, (b) the assumption by the New Parent of all the rights and obligations of the Original Parent under the Notes and the Indenture and (c) the unconditional guarantee by the Additional Guarantors of all of the obligations under the Notes and the Indenture.

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

ARTICLE I

Definitions

Section 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this 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. Each Additional 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 Additional 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. Each Additional Guarantor agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Obligations pursuant to Article X of the Indenture.

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ARTICLE III

New Issuer and New Parent

Section 3.1 Assumption of Obligations of New Issuer. The New Issuer hereby agrees, as of the date hereof, to assume, to be bound by and to be liable, as a primary obligor and not as a guarantor or surety, with respect to any and all Obligations under the Notes and the Indenture on the terms of, and subject to the conditions set forth in, the Indenture and all other obligations of the Original Issuer under the Notes and the Indenture as if it were the Original Issuer thereunder (so that from and after the date hereof, the provisions of the Notes and the Indenture referring to the Original Issuer (in each case, referred to as the “Company” therein) shall instead refer to the New Issuer).

Section 3.2 New Parent. New Parent hereby agrees, as of the date hereof, to be bound by the terms of, and subject to the conditions set forth in, the Indenture as if it were the Original Parent thereunder (so that from and after the date hereof, the provisions of the Notes and the Indenture referring to the Original Parent (in each case, referred to as the “Parent” therein) shall instead refer to the New Parent).

ARTICLE IV

Miscellaneous

Section 4.1 Notices. All notices and other communications to the New Issuer, the New Parent and Additional Guarantors shall be given as provided in Section 11.2 of the Indenture.

Section 4.2 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 Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 4.3 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 4.4 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

Section 4.5 Ratification of Indenture; Supplemental Indentures 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 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 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 4.6 Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

Section 4.7 Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

Section 4.8 Trustee’s Disclaimer. The Trustee accepts the amendments of the Indenture effected by this 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. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, for or with respect to (i) the proper authorization hereof by the Company or the Guarantors by action or otherwise, (ii) the due execution hereof by the Company or the Guarantors, or (iii) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.

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

[Signature Page to Supplemental Indenture – 8.000% Senior Notes]

[Signature Page to Supplemental Indenture – 8.000% Senior Notes]

[Signature Page to Supplemental Indenture – 8.000% Senior Notes]

[Signature Page to Supplemental Indenture – 8.000% Senior Notes]

EXHIBIT A

Additional Guarantors

Exhibit 4.8

Execution Version

SECOND SUPPLEMENTAL INDENTURE

This Second Supplemental Indenture, dated as of November 1, 2023 (this “Supplemental Indenture”), is among each of the entities listed on Exhibit A attached hereto (collectively, the “Additional Guarantors,” and each an “Additional Guarantor”), Permian Resources Operating, LLC (together with its successors and assigns, the “Company” or the “New Issuer”), as successor to Earthstone Energy Holdings, LLC (the “Original Issuer”), each other Guarantor under the Indenture referred to below, and U.S. Bank Trust Company, National Association, as Trustee under the Indenture referred to below.

WITNESSETH:

WHEREAS, the Original Issuer, the Guarantors party thereto and the Trustee have heretofore executed and delivered an Indenture, dated as of June 30, 2023 (the “Base Indenture”), providing for the issuance of an aggregate principal amount of $500,000,000 of 9.875% Senior Notes due 2031 of the Company (the “Notes”);

WHEREAS, the Original Issuer, the Guarantors party thereto and the Trustee have heretofore executed and delivered a First Supplemental Indenture, dated as of August 15, 2023 (the “First Supplemental Indenture”), which supplemented the Base Indenture (the Base Indenture as so supplemented, the “Indenture”), pursuant to which additional entities unconditionally guaranteed, on a joint and several basis with the other then-existing Guarantors, the Obligations pursuant to Article X of the Indenture;

WHEREAS, on August 21, 2023, the Original Issuer and Earthstone Energy Inc. (the “Original Parent”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Permian Resources Corporation (the “New Parent”), Smits Merger Sub I Inc (“Merger Sub I”), Smits Merger Sub II LLC (“Merger Sub II”) and the New Issuer;

WHEREAS, Section 4.1 of the Indenture provides that the Original Issuer may, among other things, merge with or into another Person if, among other things, (a) the Person formed by or surviving such consolidation or merger (if other than the Original Issuer) is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia, (b) the Person formed by or surviving any such consolidation or merger (if other than the Original Issuer) assumes all the obligations of the Original Issuer under the Notes and the Indenture pursuant to a supplemental indenture, (c) immediately after such transaction, no Payment Default or Event of Default exists, (d) immediately after giving effect to such transaction and any related financing transaction on a pro forma basis, certain financial tests will be met and (e) the Original Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture, if any, do not violate the Indenture;

WHERAS, pursuant to the Merger Agreement, on the date hereof, (a) the Original Issuer merged with and into the New Issuer, with the New Issuer continuing as the surviving entity, and (b) after being merged with and into Merger Sub II, the Original Parent’s separate corporate existence ceased and Merger Sub II continued as the surviving entity and the direct subsidiary of New Parent;

WHEREAS, Section 3.11 of the Indenture provides that after the Issue Date, the Company is required to cause certain 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 full and prompt payment of the principal of, premium, if any, and interest on the Notes;

WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee, the Guarantors and the Company are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder, to (a) to provide for the assumption of the Original Issuer’s obligations to Holders of the Notes and Note Guarantees in the case of a merger of the Original Issuer, (b) to add any additional guarantee of the Notes and (c) to make any change that does not adversely affect the legal rights under the Indenture; and

WHEREAS, the parties hereto desire to enter into this Supplemental Indenture to evidence (a) the assumption by the New Issuer of all of the obligations of the Original Issuer under the Notes and the Indenture, (b) the assumption by the New Parent of all the rights and obligations of the Original Parent under the Notes and the Indenture and (c) the unconditional guarantee by the Additional Guarantors of all of the obligations under the Notes and the Indenture.

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

ARTICLE I

Definitions

Section 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this 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. Each Additional 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 Additional 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. Each Additional Guarantor agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Obligations pursuant to Article X of the Indenture.

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ARTICLE III

New Issuer and New Parent

Section 3.1 Assumption of Obligations of New Issuer. The New Issuer hereby agrees, as of the date hereof, to assume, to be bound by and to be liable, as a primary obligor and not as a guarantor or surety, with respect to any and all Obligations under the Notes and the Indenture on the terms of, and subject to the conditions set forth in, the Indenture and all other obligations of the Original Issuer under the Notes and the Indenture as if it were the Original Issuer thereunder (so that from and after the date hereof, the provisions of the Notes and the Indenture referring to the Original Issuer (in each case, referred to as the “Company” therein) shall instead refer to the New Issuer).

Section 3.2 New Parent. New Parent hereby agrees, as of the date hereof, to be bound by the terms of, and subject to the conditions set forth in, the Indenture as if it were the Original Parent thereunder (so that from and after the date hereof, the provisions of the Notes and the Indenture referring to the Original Parent (in each case, referred to as the “Parent” therein) shall instead refer to the New Parent).

ARTICLE IV

Miscellaneous

Section 4.1 Notices. All notices and other communications to the New Issuer, the New Parent, and the Additional Guarantors shall be given as provided in Section 11.2 of the Indenture.

Section 4.2 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 Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 4.3 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 4.4 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

Section 4.5 Ratification of Indenture; Supplemental Indentures 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 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 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 4.6 Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

Section 4.7 Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

Section 4.8 Trustee’s Disclaimer. The Trustee accepts the amendments of the Indenture effected by this 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. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, for or with respect to (i) the proper authorization hereof by the Company or the Guarantors by action or otherwise, (ii) the due execution hereof by the Company or the Guarantors, or (iii) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.

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

[Signature Page to Supplemental Indenture — 9.875% Senior Notes]

[Signature Page to Supplemental Indenture — 9.875% Senior Notes]

[Signature Page to Supplemental Indenture — 9.875% Senior Notes]

[Signature Page to Supplemental Indenture — 9.875% Senior Notes]

EXHIBIT A

Additional Guarantors

Exhibit 10.2

Execution Version

PERMIAN RESOURCES OPERATING, LLC

SEVENTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of November 1, 2023

THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

TABLE OF CONTENTS

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iii

Schedules

Exhibits

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PERMIAN RESOURCES OPERATING, LLC

SEVENTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

This SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of November 1, 2023, is entered into by and among Permian Resources Operating, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).

WHEREAS, the Company was formed as a limited liability company pursuant to and in accordance with the Delaware Act (as defined herein) by the filing of the Certificate (as defined herein) with the Secretary of State of the State of Delaware pursuant to Section 18-201 of the Delaware Act on August 10, 2012;

WHEREAS, the Company entered into that certain Sixth Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 1, 2021 (together with all schedules, exhibits and annexes thereto, the “Sixth A&R LLC Agreement”), with the members of the Company party thereto;

WHEREAS, pursuant to Section 16.03 of the Sixth A&R LLC Agreement, the Sixth A&R LLC Agreement may be amended or modified solely by the Manager, subject to the prior written consent of both (a) the Majority Members and (b) the Audit Committee of the Corporate Board;

WHEREAS, the Company, Permian Resources Corporation (formerly known as Centennial Resource Development, Inc.), a Delaware corporation (the “Corporation”), and certain Members holding a majority of the Units outstanding and constituting the Majority Members desire to amend and restate the Sixth A&R LLC Agreement as of the Effective Time (as defined herein) to reflect (a) the consummation of the transactions contemplated by the Merger Agreement (as defined herein), (b) the admission of each of the Legacy Earthstone Unitholders as a Member and (c) the rights and obligations of the Members that are enumerated and agreed upon in the terms of this Agreement effective as of the Effective Time, at which time the Sixth A&R LLC Agreement shall be superseded entirely by this Agreement; and

WHEREAS, the Audit Committee of the Corporate Board has approved of the amendment and restatement of the Sixth A&R LLC Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Members, intending to be legally bound, hereby agree as follows:

ARTICLE I.

DEFINITIONS

The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary.

“Additional Member” has the meaning set forth in Section 12.02.

“Adjusted Capital Account Deficit” means with respect to the Capital Account of any Member as of the end of any Taxable Year, the amount by which the balance in such Capital Account is less than zero. For this purpose, such Member’s Capital Account balance shall be:

(a) reduced for any items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6); and

(b) increased for any amount such Member is obligated to contribute or is treated as being obligated to contribute to the Company pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) (relating to partner liabilities to a partnership) or 1.704-2(g)(1) and 1.704-2(i) (relating to minimum gain).

“Admission Date” has the meaning set forth in Section 10.06.

“Affiliate” means, with respect to a specified Person, each other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified. As used in this definition and the definition of Majority Member, “control” (including with correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement). Notwithstanding anything to the contrary herein, (a) with respect to the Members of the Company (other than the Corporation and its Subsidiaries), “Affiliate” shall not include any portfolio companies of Pearl Energy Investments, NGP Energy Capital or EnCap Investments, L.P. and (b) with respect to the Corporation and its Subsidiaries, “Affiliate” shall not include any portfolio companies of Riverstone Energy Investments.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Appraisers” has the meaning set forth in Section 15.02.

“Assignee” means a Person to whom a Company Interest has been transferred but who has not become a Member pursuant to Article XII.

“Base Rate” means, on any date, a variable rate per annum equal to the rate of interest most recently published by The Wall Street Journal as the “prime rate” at large U.S. money center banks.