THIRD SUPPLEMENTAL INDENTURE TO BASE INDENTURE DATED FEBRUARY 5, 2021 Expand Energy Corporation
Exhibit 4.33
TO
BASE INDENTURE DATED FEBRUARY 5, 2021
Expand Energy Corporation
Third Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2024, among Expand Energy Corporation , an Oklahoma corporation (the “New Issuer”), each of the entities listed on the signature pages hereto as “New Guarantors” (each, “New Subsidiary” or “New Guarantor”) and Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Trustee”).
W I T N E S S E T H
WHEREAS, Chesapeake Escrow Issuer LLC (the “Escrow Issuer”) has heretofore executed and delivered to the Trustee a base indenture (the “Base Indenture”), dated as of February 5, 2021, providing for the issuance of 5.500% Senior Notes due 2026 (the “2026 Notes”) and of 5.875% Senior Notes due 2029 (the “2029 Notes” and, together with the 2026 Notes, the “Notes”), as supplemented by that certain: First Supplemental Indenture dated as of February 9, 2021 (governing the merger of the Escrow Issuer and the Chesapeake Energy Corporation (the “Original Issuer”)) and Second Supplemental Indenture dated as of November 2, 2021 (adding additional guarantors) (the Base Indenture as supplemented by the foregoing supplemental indentures, the “Indenture”);
WHEREAS, the Escrow Issuer has merged with and into the Original Issuer, with the Original Issuer as the surviving corporation and the Escrow Issuer and the Original Issuer have entered into a First Supplemental Indenture dated as of February 9, 2021 to evidence the assumption by the Original Issuer of all the payment and other obligations of the Escrow Issuer under the Notes and the Indenture on the Completion Date;
WHEREAS, on October 1, 2024, Southwestern Energy Company, a Delaware corporation, has merged with and into the Original Issuer, with the New Issuer as the surviving corporation.
WHEREAS, the parties hereto desire to enter into this Third Supplemental Indenture to incorporate the New Subsidiaries as guarantors pursuant Section 10.04 of the Indenture.
WHEREAS, the Indenture provides that the New Issuer shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all of the New Issuer’s 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 New Guarantors have 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 New Issuer , the New Guarantors, and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2) Agreement to Guarantee. Each New Guarantor acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture and (i) hereby joins and becomes a party to the Indenture as indicated by its signature below as a Guarantor and (ii) acknowledges and agrees to (x) be bound by the Indenture as a Guarantor and (y) perform all obligations and duties required of a Guarantor pursuant to the Indenture.
(3) No Recourse Against Others. No director, manager, officer, member, partner, employee, incorporator or other owner of Capital Stock of the New Issuer or any Guarantor, as such, will have any liability for any obligations of the New Issuer or the Guarantors under the Notes, the Indenture, the Note Guarantees with respect to the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts, which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic (by ‘.pdf’ or other format) transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronically (by ‘.pdf’ or other format) shall be deemed to be their original signatures for all purposes.
(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
(7) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Issuer and each New Guarantor.
(8) Benefits Acknowledged. Upon execution and delivery of this Supplemental Indenture, the New Issuer remains and each New Guarantor will be subject to the terms and conditions set forth in the Indenture. The New Issuer and each New Guarantor acknowledges that they will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that their obligations as a result of this Supplemental Indenture are knowingly made in contemplation of such benefits.
[Signature page to CHK Third Supplemental Indenture]
(9) Successors. All agreements of the New Issuer and each New Guarantor in this Supplemental Indenture shall bind their respective successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
[Signature page to follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| ISSUER: | |||
| Expand Energy Corporation, | |||
| as Issuer and Obligor | |||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
[Signature page to CHK Third Supplemental Indenture]
NEW GUARANTORS:
A.W. REALTY COMPANY, LLC ANGELINA GATHERING COMPANY, L.L.C. SWN DRILLING COMPANY, LLC SWN E & P SERVICES, LLC SWN ENERGY SERVICES COMPANY, LLC SWN INTERNATIONAL, LLC SWN MIDSTREAM SERVICES COMPANY, LLC SWN PRODUCTION COMPANY, LLC SWN PRODUCTION (LOUISIANA), LLC SWN WATER RESOURCES COMPANY, LLC SWN WELL SERVICES, LLC |
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| By: | /s/ ▇▇▇▇▇ ▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇ | ||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | ||
[Signature page to CHK Third Supplemental Indenture]
TRUSTEE:
| DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee | |||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: | Director | ||
| By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: | Assistant Vice President | ||
[Signature page to CHK Third Supplemental Indenture]