This Second Supplemental Indenture, dated as of September 1, 2022 (this “Second Supplemental Indenture”), is among Colgate Ranch, LLC, a Texas limited liability company, Tusker Midstream, LLC, a Delaware limited liability company, Colgate Energy, LLC, a Delaware limited liability company, Colgate Energy Development, LLC, a Delaware limited liability company, Colgate Production, LLC, a Texas limited liability company, Colgate II Corp, LLC, a Delaware limited liability company, Colgate Operating, LLC, a Delaware limited liability company, Colgate Royalties, LP, a Delaware limited partnership, Colgate Minerals, LLC, a Texas limited liability company, Tree Shaker Minerals, LLC, a Texas limited liability company, Hermosa Ranch, LLC, a Delaware limited liability company, CL Energy, LLC, a Texas limited liability company (collectively, the “New Subsidiary Guarantors”), Centennial Resource Production, LLC, a Delaware limited liability company (together with its successors and assigns, the “Company”), each other existing Guarantor (the “Existing Guarantors”) under the Indenture referred to below, and UMB Bank, N.A., as trustee (the “Trustee”), under the Indenture referred to below.
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, 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 (the Base Indenture, as so supplemented, the “Indenture”), pursuant to which the Parent unconditionally guaranteed, on a joint and several basis with the other guarantors, the Guaranteed Obligations;
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 New Subsidiary Guarantors, the Trustee, the Existing Guarantors and the Company are authorized to execute and deliver this Second 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 New 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 Second 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 Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof.
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