Exhibit 10.10
FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture (this “Supplemental Indenture”), dated as of March 17, 2021, among (a) Vine Energy Holdings LLC, a Delaware limited liability company (the “New Issuer”), (b) Vine Oil & Gas LP, a Delaware limited partnership (the “Original Co-Issuer” and “New Guarantor”), (c) each of Brix Oil & Gas Holdings LP, a Delaware limited partnership, and Harvest Royalties Holdings LP, a Delaware limited partnership (together with the New Guarantor, the “New Guarantors” and each a “Guaranteeing Subsidiary”), and (d) Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Original Co-Issuer and Vine Oil & Gas Finance Corp. have heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented or modified from time to time, the “Indenture”), dated as of October 3, 2018, providing for the issuance of an unlimited aggregate principal amount of 9.75% Senior Notes due 2023 (the “Notes”);
WHEREAS, in connection with, and prior to the completion of, an initial public offering (the “Offering”) of Vine Energy Inc.’s (“VEI”) Class A common stock, par value $0.01 per share, pursuant to, and as more fully described in, a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission, Registration No. 333-253366, the New Issuer, B&H Oil and Gas L.L.C., VEI and certain other persons entered into that certain Master Reorganization Agreement, dated as of March 17, 2021 (the “Reorganization”), pursuant to which certain restructuring transactions were effected;
WHEREAS, in connection with the Offering and the Reorganization, the parties hereto desire to enter into this First Supplemental Indenture to evidence the assumption by the New Issuer of all the payment and other obligations of the Original Co-Issuer under the Notes and the Indenture on the date hereof;
WHEREAS, the Indenture provides that under certain circumstances a Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”);
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, each of the New Issuer and the Guaranteeing Subsidiaries has been duly authorized to enter into this Supplemental Indenture.
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:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
