Contract
Exhibit 4.3
Execution Version
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 10, 2022, by and among Crescent Energy Finance LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Issuer”), the Guarantors party hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association a national banking association, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, each of the Issuer and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture, dated as of May 6, 2021 (the “Original Indenture”), as supplemented by the first supplemental indenture dated as of January 14, 2022 (the “First Supplemental Indenture”, and the Original Indenture, supplemented by the First Supplemental Indenture, the “Indenture”), providing for the issuance of 7.250% Senior Notes due 2026 (the “Initial Notes”);
WHEREAS, Section 2.01(d) of the Indenture provides that Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer (subject to the Issuer’s compliance with Section 4.09 of the Indenture) without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; and
WHEREAS, the Issuer and the Guarantors desire to execute and deliver this Supplemental Indenture for the purpose of issuing $200,000,000 in aggregate principal amount of additional notes, having terms substantially identical in all material respects to the Initial Notes (the “Additional Notes” and, together with the Initial Notes, the “Notes”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver 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 of the Notes as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2) Additional Notes. As of the date hereof, the Issuer will issue, and the Trustee is directed to authenticate and deliver, the Additional Notes under the Indenture having the same terms as the Initial Notes, except that interest on the Additional Notes will accrue from November 1, 2022. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under the Indenture. Copies of the Global Notes representing the Additional Notes are attached hereto as Exhibit A.
(3) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(4) 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.
(5) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
(6) 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 Issuer and the Guarantors.
(7) Continued Effect. Except as expressly supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all the terms and conditions of this Supplemental Indenture, with respect to the Notes, shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.
The remainder of this page is intentionally left blank.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| CRESCENT ENERGY FINANCE LLC, as Company | ||
| By: Crescent Energy OpCo LLC, its sole member | ||
| By: Crescent Energy Company, its managing member | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| INDEPENDENCE ENERGY HOLDING LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: President | ||
| INDEPENDENCE MINERALS HOLDINGS LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
[Signature page to Second Supplemental Indenture]
| MINERAL ACQUISITION COMPANY I, L.P., as Guarantor | ||
| By: Independence Minerals GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| INDEPENDENCE UPSTREAM HOLDINGS GP LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
| INDEPENDENCE UPSTREAM HOLDINGS L.P., as Guarantor | ||
| By: Independence Upstream Holdings GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
| INDEPENDENCE UPSTREAM GP LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇ | ||
| Title: Vice President | ||
[Signature page to Second Supplemental Indenture]
| INDEPENDENCE UPSTREAM L.P., as Guarantor | ||
| By: Independence Upstream GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇ | ||
| Title: Authorized Person | ||
| COLT ADMIRAL A HOLDING GP LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
| COLT ADMIRAL A HOLDING L.P., as Guarantor | ||
| By: Colt Admiral A Holding GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
| TITAN ENERGY HOLDINGS L.P., as Guarantor | ||
| By: Colt Admiral A Holding GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
[Signature page to Second Supplemental Indenture]
| INDEPENDENCE MINERALS GP LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| INDEPENDENCE MINERALS L.P., as Guarantor | ||
| By: Independence Minerals GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| DMA ROYALTY INVESTMENTS L.P., as Guarantor | ||
| By: Independence Minerals GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| FALCON HOLDING L.P., as Guarantor | ||
| By: Independence Minerals GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
[Signature page to Second Supplemental Indenture]
| EIGF MINERALS GP LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| EIGF MINERALS L.P., as Guarantor | ||
| By: EIGF Minerals GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| IE BUFFALO HOLDINGS LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: President | ||
| IE BUFFALO MINERALS LLC, as Guarantor | ||
| By: IE Buffalo Holdings, LLC, its managing member | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: President | ||
| KNR RESOURCE INVESTORS GP LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
[Signature page to Second Supplemental Indenture]
| KNR RESOURCE INVESTORS L.P., as Guarantor | ||
| By: KNR Resource Investors GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| KNR RESOURCE HOLDINGS GP I LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| KNR RESOURCE HOLDINGS I L.P., as Guarantor | ||
| By: KNR Resource Holdings GP I LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| NEWARK C-I HOLDING L.P., as Guarantor | ||
| By: Javelin EFA GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
[Signature page to Second Supplemental Indenture]
| NEWARK ACQUISITION GP I LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| NEWARK ACQUISITION I L.P., as Guarantor | ||
| By: Newark Acquisition GP I LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| JAVELIN EF GP LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
| JAVELIN EF L.P., as Guarantor | ||
| By: Javelin EF GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
| JAVELIN PALO VERDE GP LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
[Signature page to Second Supplemental Indenture]
| JAVELIN PALO VERDE L.P., as Guarantor | ||
| By: Javelin Palo Verde GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
| JAVELIN PALO VERDE AGGREGATOR L.P., as Guarantor | ||
| By: Javelin EFA GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
| JAVELIN EFA GP LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
| JAVELIN EF AGGREGATOR L.P., as Guarantor | ||
| By: Javelin EFA GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
| JAVELIN OIL & GAS LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
[Signature page to Second Supplemental Indenture]
| JAVELIN EFA HOLDINGS LLC, as Guarantor | ||
| By: Javelin Oil & Gas LLC, its sole member | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
| JAVELIN MARKETING, LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
| SPRINGFIELD GS HOLDINGS LLC, as Guarantor | ||
| By: Javelin EF L.P., its sole member | ||
| By: Javelin EF GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
| VINE ROYALTY GP LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: President | ||
[Signature page to Second Supplemental Indenture]
| VINE ROYALTY L.P., as Guarantor | ||
| By: Vine Royalty GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Authorized Person | ||
| ▇▇▇▇▇ ACQUISITION LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| ▇▇▇▇▇ HOLDING GP LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| ▇▇▇▇▇ C-I HOLDING L.P., as Guarantor | ||
| By: ▇▇▇▇▇ Holding GP LLC, its general partner | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
| BRIDGE ENERGY HOLDINGS LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: President | ||
[Signature page to Second Supplemental Indenture]
| BRIDGE ENERGY LLC, as Guarantor | ||
| By: Bridge Energy Holdings LLC, its sole member | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | ||
| Title: President | ||
| ▇▇▇▇▇ C-I HOLDING AGENT CORP., as Guarantor | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇ | ||
| Title: Authorized Person | ||
| KNR ▇▇▇▇▇ AGENT CORP., as Guarantor | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇ | ||
| Title: Authorized Person | ||
| NEWARK HOLDING AGENT CORP., as Guarantor | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇ | ||
| Title: Authorized Person | ||
| IE L MERGER SUB LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇ | ||
| Title: Senior Vice President | ||
[Signature page to Second Supplemental Indenture]
| CONTANGO RESOURCES, LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇ | ||
| Title: Senior Vice President | ||
| CONTANGO MIDSTREAM COMPANY, LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇ | ||
| Title: Senior Vice President | ||
| CONTANGO OPERATORS, LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇ | ||
| Title: Senior Vice President | ||
| CONTARO COMPANY, LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇ | ||
| Title: Senior Vice President | ||
| CONTANGO ALTA INVESTMENTS, LLC, as Guarantor | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇ | ||
| Title: Senior Vice President | ||
| CONTANGO AGENTCO ONSHORE, INC., as Guarantor | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III | |
| Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, III | ||
| Title: General Counsel | ||
[Signature page to Second Supplemental Indenture]
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: Vice President | ||
[Signature Page to Second Supplemental Indenture]
