This First Supplemental Indenture, dated as of November 1, 2023 (this “First 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,” and each an “Additional Guarantor”), Permian Resources Operating, 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 Computershare Trust Company, 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 September 12, 2023 (together with this First Supplemental Indenture, the “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 7.000% Senior Notes due 2032 (the “Notes”);
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, a Delaware 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 4.11 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 Additional Subsidiary Guarantors, the Trustee, the Existing Guarantors and the Company are authorized to execute and deliver this First Supplemental Indenture to amend or supplement the Indenture, the Notes, or the Guarantees, without the consent of any Holder; and
