This Fourth Supplemental Indenture, dated as of November 1, 2023 (this “Fourth Supplemental Indenture”), is among Earthstone Operating, LLC, a Texas limited liability company, Earthstone Permian LLC, a Texas limited liability company, Sabine River Energy, LLC, a Texas limited liability company, Independence Resources Technologies, LLC, a Delaware limited liability company, Earthstone Oil & Gas Holdings, LLC, a Delaware limited liability company, Earthstone Oil & Gas Texas, LLC, a Delaware limited liability company, Earthstone Oil & Gas Northern Delaware, LLC, a Delaware limited liability company, Earthstone Energy Assets, LLC, a Delaware limited liability company, Earthstone Energy Operating, LLC, a Delaware limited liability company (collectively, the “Additional Subsidiary Guarantors”), Permian Resources Operating, LLC (as successor in interest to Centennial Resource Production, LLC), a Delaware limited liability company (together with its successors and assigns, the “Company”), each other existing guarantor (the “Existing Guarantors,” and together with the Additional Subsidiary Guarantors, the “Guarantors”) under the Indenture (as defined below), and UMB Bank, N.A., as trustee (the “Trustee”), under the Indenture.
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 19, 2021 (the “Base Indenture”), providing for the issuance of the debentures, notes or other debt instruments of the Company of any series authenticated and delivered pursuant to the Indenture (the “Securities”);
WHEREAS, the Company, the Existing Guarantors and the Trustee have heretofore executed and delivered that certain First Supplemental Indenture, dated as of March 19, 2021 (the “First Supplemental Indenture”), which supplemented the Base Indenture (the Base Indenture, as so supplemented, the “Indenture”) to establish the terms, and provide for the issuance, of a new series of Securities constituting the Company’s 3.25% Exchangeable Senior Notes due 2028 (the “Notes”), and Parent and the Trustee have heretofore executed and delivered that certain Second Supplemental Indenture, dated as of September 1, 2022 (the “Second Supplemental Indenture”) and that certain Third Supplemental Indenture, dated as of September 5, 2023 (the “Third Supplemental Indenture”), which supplemented the Base Indenture (the Base Indenture, as so supplemented by the First Supplemental Indenture, Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”), pursuant to which the New Subsidiary Guarantors (as such term is defined therein) unconditionally guaranteed, on a joint and several basis with the other Guarantors, the Guaranteed Obligations;
WHEREAS, on the date hereof, pursuant to an Agreement and Plan of Merger, dated as of August 21, 2023, among the Company, 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;
