Exhibit 4.14
Execution Version
SANCHEZ ENERGY CORPORATION
AND
THE GUARANTORS NAMED HEREIN
7.75% SENIOR NOTES DUE 2021
THIRD SUPPLEMENTAL INDENTURE
DATED AS OF MARCH 7, 2017
DELAWARE TRUST COMPANY,
AS SUCCESSOR TRUSTEE
This THIRD SUPPLEMENTAL INDENTURE, dated as of March 7, 2017 (this “Third Supplemental Indenture”) is among Sanchez Energy Corporation, a Delaware corporation (the “Company”), SN EF Maverick, LLC, a Delaware limited liability company (“Maverick”), which is a subsidiary of the Company, Rockin L Ranch Company, LLC, a Delaware limited liability company (“Rockin L Ranch,” and together with Maverick, the “Guaranteeing Subsidiaries”), which is a subsidiary of the Company, each of the existing Guarantors (as defined in the Indenture referred to below) and Delaware Trust Company, a Delaware state chartered trust company (as successor trustee to U.S. Bank National Association), as Trustee.
RECITALS
WHEREAS, the Company and the Trustee are party to that certain Indenture, dated as of June 13, 2013, as supplemented by that certain first supplemental indenture, dated as of September 11, 2013 and that certain second supplemental indenture, dated as of May 30, 2014 (as so supplemented, the “Indenture”), pursuant to which the Company has issued $600,000,000 in aggregate principal amount of 7.75% Senior Notes due 2021 (the “Notes”) in two tranches in the aggregate principal amounts of $400,000,000 on June 13, 2013 and $200,000,000 on September 18, 2013, respectively;
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall become Guarantors (as defined in the Indenture);
WHEREAS, Section 9.01(g) of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture in order to add any additional Guarantor with respect to the Notes, without the consent of the Holders of the Notes; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by the Articles of Incorporation and the Bylaws (or comparable constituent documents) of the Company, of the Guarantors and of the Trustee necessary to make this Third Supplemental Indenture a valid instrument legally binding on the Company, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed.
NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Guaranteeing Subsidiaries, the other Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:
1
Section 7. Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. |
[Signatures on following pages]
2
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, all as of the date first written above.
|
| |
| SANCHEZ ENERGY CORPORATION | |
|
| |
| By: | /s/ Howard J. Thill |
|
| Name: Howard J. Thill |
|
| Title: Executive Vice President and Chief Financial Officer |
|
|
|
|
|
|
| GUARANTEEING SUBSIDIARIES: | |
|
|
|
| SN EF MAVERICK, LLC | |
|
|
|
| By: | /s/ Howard J. Thill |
|
| Name: Howard J. Thill |
|
| Title: Executive Vice President and Chief Financial Officer |
|
|
|
|
|
|
| ROCKIN L RANCH COMPANY, LLC | |
|
|
|
| By: | /s/ Howard J. Thill |
|
| Name: Howard J. Thill |
|
| Title: Executive Vice President and Chief Financial Officer |
[Third Supplemental Indenture Signature Page]
|
| |
| EXISTING GUARANTORS: | |
|
| |
| SN PALMETTO, LLC (formerly known as SEP Holdings III, LLC) | |
|
| |
| By: | /s/ Howard J. Thill |
|
| Name: Howard J. Thill |
|
| Title: Executive Vice President and Chief Financial Officer |
|
|
|
|
|
|
| SN COTULLA ASSETS, LLC | |
|
|
|
| By: | /s/ Howard J. Thill |
|
| Name: Howard J. Thill |
|
| Title: Executive Vice President and Chief Financial Officer |
|
|
|
|
|
|
| SN MARQUIS LLC | |
|
|
|
| By: | /s/ Howard J. Thill |
|
| Name: Howard J. Thill |
|
| Title: Executive Vice President and Chief Financial Officer |
|
|
|
|
|
|
| SN OPERATING, LLC | |
|
|
|
| By: | /s/ Howard J. Thill |
|
| Name: Howard J. Thill |
|
| Title: Executive Vice President and Chief Financial Officer |
|
|
|
| SN TMS, LLC | |
|
|
|
| By: | /s/ Howard J. Thill |
|
| Name: Howard J. Thill |
|
| Title: Executive Vice President and Chief Financial Officer |
[Third Supplemental Indenture Signature Page]
|
| |
| SN CATARINA, LLC | |
|
| |
| By: | /s/ Howard J. Thill |
|
| Name: Howard J. Thill |
|
| Title: Executive Vice President and Chief Financial Officer |
[Third Supplemental Indenture Signature Page]
|
| |
| TRUSTEE: | |
|
| |
| DELAWARE TRUST COMPANY, as Successor Trustee | |
|
| |
| By: | /s/ Alan R. Halpern |
|
| Name: Alan R. Halpern |
|
| Title: Vice President |
[Third Supplemental Indenture Signature Page]