This Sixth Supplemental Indenture, dated as of June 3, 2020 (this “Supplemental Indenture”), is among Antero Minerals LLC, a Delaware limited liability company, and MU Marketing LLC, a Delaware limited liability company (together, the “New Guarantors” and each, a “New Guarantor”), Antero Resources Corporation, a Delaware corporation (the “Issuer and Parent Guarantor”), the other guarantors named herein and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Issuer and Parent Guarantor and the Trustee are parties to an indenture, dated as of November 5, 2013 (the “Base Indenture”), providing for the issuance of an aggregate principal amount of $1,000,000,000 of 5.375% Senior Notes due 2021 of the Issuer (the “Securities”), as supplemented by the First Supplemental Indenture, dated as of December 31, 2013, the Second Supplemental Indenture, dated as of March 7, 2014, the Third Supplemental Indenture, dated as of November 24, 2014, the Fourth Supplemental Indenture, dated as of January 21, 2015, and the Fifth Supplemental Indenture, dated as of March 12, 2019 (the Base Indenture, as so supplemented, the “Indenture”);
WHEREAS, Section 3.11 of the Base Indenture provides that after the Issue Date the Parent Guarantor is required to cause (a) each Wholly-Owned Subsidiary of the Parent Guarantor (other than a Foreign Subsidiary) formed or acquired after the Issue Date and (b) any other Domestic Subsidiary (except the Issuer and Parent Guarantor) that is not already a Subsidiary Guarantor that guarantees any Indebtedness of the Issuer and Parent Guarantor or a Subsidiary Guarantor, in each case 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 Securities;
WHEREAS, pursuant to Section 9.1 of the Base Indenture, the Trustee, the New Guarantors, the other Guarantors and the Issuer and Parent Guarantor are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Securityholder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuer and Parent Guarantor, the other Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities 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 recitals 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.
