This Second Supplemental Indenture, dated as of September 5, 2023 (this “Second Supplemental Indenture”), is among Read & Stevens, Inc., a New Mexico corporation (the “New Subsidiary Guarantor”), Permian Resources Operating, LLC, a Delaware limited liability company (formerly, Centennial Resource Production, LLC, and, together with its successors and assigns, the “Company”), each existing Guarantor (the “Existing Guarantors”) under the Indenture referred to below, and Computershare Trust Company, N.A., as trustee (in such capacity, the “Trustee”).
W I T N E S S E T H
WHEREAS, Colgate Energy Partners III, LLC, a Delaware limited liability company (the “Original Issuer”) and the guarantors party thereto have 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”);
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, the Original Issuer, the Company, the Existing Guarantors and the Trustee have heretofore executed and delivered the First Supplemental Indenture, dated as of September 1, 2022 (the “First Supplemental Indenture”), which supplemented the Base Indenture (the Base Indenture, as so supplemented by the First Supplemental Indenture, the “Indenture”), pursuant to which the Company assumed, as a primary obligor, all of the Obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in the Indenture and all other obligations of the Original Issuer under the Indenture and the Notes as if it were the Original Issuer thereunder;
WHEREAS, Section 4.16 of the Base Indenture provides that, after the date of the Base 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, all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein;
WHEREAS, pursuant to Section 9.01(h) of the Base Indenture, the Company, the Existing Guarantors, the New Subsidiary Guarantor and the Trustee are authorized to execute and deliver this Second Supplemental Indenture to amend or supplement the Indenture, the Notes or the Note Guarantees, without the consent of any Holder of Notes; and
WHEREAS, pursuant to Section 9.05 of the Base Indenture, the Trustee will sign any supplemental indenture authorized pursuant to Article 9 of the Base Indenture if the amendment or supplement does not adversely affect the rights, duties, liabilities, privileges, protections, benefits, indemnities or immunities of the Trustee.
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:
