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;
