Crescent Energy Co Sample Contracts

CRESCENT ENERGY COMPANY Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 6th, 2022 • Crescent Energy Co • Crude petroleum & natural gas • New York
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INDENTURE Dated as of May 6, 2021 Among INDEPENDENCE ENERGY FINANCE LLC, as Company And U.S. BANK NATIONAL ASSOCIATION, as Trustee 7.250% SENIOR NOTES DUE 2026
Indenture • February 10th, 2022 • Crescent Energy Co • Crude petroleum & natural gas • New York

INDENTURE, dated as of May 6, 2021, among (a) Independence Energy Finance LLC, a Delaware limited liability company (the “Company”), (b) certain subsidiaries of the Company, as Guarantors (as defined herein), and (c) U.S. Bank National Association, a national banking association, as Trustee (as defined herein).

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • May 16th, 2024 • Crescent Energy Co • Crude petroleum & natural gas • Delaware

THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of May 15, 2024, by and between [________] (the “Holder”), as a stockholder of Crescent Energy Company, a Delaware corporation (“Parent”), and SilverBow Resources, Inc., a Delaware corporation (the “Company”).

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CRESCENT ENERGY COMPANY Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 11th, 2023 • Crescent Energy Co • Crude petroleum & natural gas • New York
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Insert Number of Shares] CRESCENT ENERGY COMPANY Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 19th, 2022 • Crescent Energy Co • Crude petroleum & natural gas • New York
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INDENTURE Dated as of June 14, 2024 Among Crescent Energy Finance LLC, as Company And U.S. Bank Trust Company, National Association, as Trustee 7.375% SENIOR NOTES DUE 2033
Indenture • June 18th, 2024 • Crescent Energy Co • Crude petroleum & natural gas • New York

INDENTURE, dated as of June 14, 2024, among (a) Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), (b) certain subsidiaries of the Company, as Guarantors (as defined herein), and (c) U.S. Bank Trust Company, National Association, a national banking association, as Trustee (as defined herein).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG CRESCENT ENERGY COMPANY, ARTEMIS ACQUISITION HOLDINGS INC. ARTEMIS MERGER SUB INC., ARTEMIS MERGER SUB II LLC, AND SILVERBOW RESOURCES, INC. May 15, 2024
Merger Agreement • May 16th, 2024 • Crescent Energy Co • Crude petroleum & natural gas • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on May 15, 2024, by and among Crescent Energy Company, a Delaware corporation (“Parent”), Artemis Acquisition Holdings Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Artemis Holdings”), Artemis Merger Sub Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub Inc.”), Artemis Merger Sub II LLC, a Delaware limited liability company and a direct wholly-owned Subsidiary of Artemis Holdings (“Merger Sub LLC” and, together with Parent, Artemis Holdings and Merger Sub Inc., the “Parent Parties”), and SilverBow Resources, Inc., a Delaware corporation (the “Company”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 2nd, 2024 • Crescent Energy Co • Crude petroleum & natural gas • Delaware

This Indemnification Agreement is dated as of July 30, 2024 and effective as of the Effective Time (as defined herein) (this “Agreement”) and is by and between Michael Duginski (the “Indemnitee”) and Crescent Energy Company, a Delaware corporation (the “Corporation”), as of the Effective Time. Terms used but not defined herein shall have the meanings assigned to such terms in the Amended and Restated Certificate of Incorporation of the Corporation, dated as of December 7, 2021 and effective as of the Effective Time (the “Certificate of Incorporation”).

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CRESCENT ENERGY COMPANY Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 11th, 2024 • Crescent Energy Co • Crude petroleum & natural gas • New York
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FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 4th, 2024 • Crescent Energy Co • Crude petroleum & natural gas

This Fourth Amendment to Purchase and Sale Agreement (this “Amendment”), is dated September 12, 2024, by and between MESQUITE COMANCHE HOLDINGS, LLC, a Delaware limited liability company (“Comanche Holdings”), and SN EF MAVERICK, LLC, a Delaware limited liability company (“SN EF Maverick”, and collectively with Comanche Holdings, “Seller”), on the one part, and JAVELIN EF L.P., a Delaware limited partnership (“Purchaser”), on the other part. Purchaser and Seller are each a “Party” and collectively the “Parties.”

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SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 4th, 2024 • Crescent Energy Co • Crude petroleum & natural gas

This Second Amendment to Purchase and Sale Agreement (this “Amendment”), is dated December 18, 2023, by and between MESQUITE COMANCHE HOLDINGS, LLC, a Delaware limited liability company (“Comanche Holdings”), and SN EF MAVERICK, LLC, a Delaware limited liability company (“SN EF Maverick”, and collectively with Comanche Holdings, “Seller”), on the one part, and JAVELIN EF L.P., a Delaware limited partnership (“Purchaser”), on the other part. Purchaser and Seller are each a “Party” and collectively the “Parties.”

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TENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 2nd, 2024 • Crescent Energy Co • Crude petroleum & natural gas • New York

This TENTH AMENDMENT TO CREDIT AGREEMENT (this “Tenth Amendment”) dated as of July 30, 2024, is among CRESCENT ENERGY FINANCE LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), Collateral Agent and a Letter of Credit Issuer; and the Lenders signatory hereto.

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FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • September 9th, 2024 • Crescent Energy Co • Crude petroleum & natural gas • New York

First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 3, 2024, among Artemis Merger Sub II LLC, a Delaware limited liability company, SilverBow Resources Operating, LLC, a Texas limited liability company, and SilverBow AgentCo Inc., a Delaware corporation (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

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Third Supplemental Indenture • December 8th, 2023 • Crescent Energy Co • Crude petroleum & natural gas • New York

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of December 8, 2023, by and among Crescent Energy Finance LLC, a Delaware limited liability company (the “Issuer”), the Guarantors party hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

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Supplemental Indenture • May 10th, 2022 • Crescent Energy Co • Crude petroleum & natural gas • New York

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 20, 2022, between Javelin Uinta, LLC, a Texas limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Crescent Energy Finance LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Issuer”), and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 4th, 2024 • Crescent Energy Co • Crude petroleum & natural gas

This First Amendment to Purchase and Sale Agreement (this “Amendment”), is dated July 3, 2023, by and between MESQUITE COMANCHE HOLDINGS, LLC, a Delaware limited liability company (“Comanche Holdings”), and SN EF MAVERICK, LLC, a Delaware limited liability company (“SN EF Maverick”, and collectively with Comanche Holdings, “Seller”), on the one part, and JAVELIN EF L.P., a Delaware limited partnership (“Purchaser”), on the other part. Purchaser and Seller are each a “Party” and collectively the “Parties.”

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SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 15th, 2023 • Crescent Energy Co • Crude petroleum & natural gas • New York

This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Sixth Amendment”) dated as of December 13, 2023, is among CRESCENT ENERGY FINANCE LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), Collateral Agent and a Letter of Credit Issuer; and the Lenders signatory hereto.

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Eighth Amendment to Credit Agreement
Credit Agreement • May 30th, 2024 • Crescent Energy Co • Crude petroleum & natural gas • New York

This Eighth Amendment to Credit Agreement (this “Eighth Amendment”) dated as of May 24, 2024, is among Crescent Energy Finance LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), Collateral Agent and a Letter of Credit Issuer; and the Lenders signatory hereto.

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Supplemental Indenture • April 8th, 2022 • Crescent Energy Co • Crude petroleum & natural gas • New York

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 1, 2022, among Javelin VentureCo, LLC, a Delaware limited liability company (“Javelin”), and CMP Legacy Co. LLC, a Delaware limited liability company (“CMP”, and, together with Javelin, the “Guaranteeing Subsidiaries”, and each a “Guaranteeing Subsidiary”), each a subsidiary of Crescent Energy Finance LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Issuer”), and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

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Second Supplemental Indenture • September 9th, 2024 • Crescent Energy Co • Crude petroleum & natural gas • New York

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of September 9, 2024, by and among Crescent Energy Finance LLC, a Delaware limited liability company (the “Issuer”), the Guarantors party hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

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FOURTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 4th, 2024 • Crescent Energy Co • Crude petroleum & natural gas • New York

Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of September 3, 2024, among Artemis Merger Sub II LLC, a Delaware limited liability company, SilverBow Resources Operating, LLC, a Texas limited liability company, and SilverBow AgentCo Inc., a Delaware corporation (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

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SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 13th, 2024 • Crescent Energy Co • Crude petroleum & natural gas • New York

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of November 7, 2024, among Crescent Gladiator LLC, a Delaware limited liability company, and Cheyenne Energy Services LLC, an Oklahoma limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

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Contract
Third Supplemental Indenture • December 13th, 2024 • Crescent Energy Co • Crude petroleum & natural gas • New York

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of December 11, 2024, by and among Crescent Energy Finance LLC, a Delaware limited liability company (the “Issuer”), the Guarantors party hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

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Second Supplemental Indenture • September 12th, 2023 • Crescent Energy Co • Crude petroleum & natural gas • New York

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of September 12, 2023, by and among Crescent Energy Finance LLC, a Delaware limited liability company (the “Issuer”), the Guarantors party hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

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Supplemental Indenture • May 10th, 2022 • Crescent Energy Co • Crude petroleum & natural gas • New York

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 1, 2022, among Javelin VentureCo, LLC, a Delaware limited liability company (“Javelin”), and CMP Legacy Co. LLC, a Delaware limited liability company (“CMP”, and, together with Javelin, the “Guaranteeing Subsidiaries”, and each a “Guaranteeing Subsidiary”), each a subsidiary of Crescent Energy Finance LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Issuer”), and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

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FIRST AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • May 16th, 2024 • Crescent Energy Co • Crude petroleum & natural gas

This First Amendment (the “Amendment”) to the Management Agreement, dated as of December 7, 2021 (the “Management Agreement”), by and between Crescent Energy Company (the “Company”) and KKR Energy Assets Manager LLC (the “Manager”, and together with the Company, the “Parties”), is entered into by and between the Company and the Manager as of May 15, 2024, to be effective as of the Closing (as defined in the Merger Agreement (as defined below)) (such effective date, the “Amendment Effective Date”). Unless otherwise specified, all capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Management Agreement.

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Fifth Amendment to Credit Agreement
Credit Agreement • July 10th, 2023 • Crescent Energy Co • Crude petroleum & natural gas • New York

This Fifth Amendment to Credit Agreement (this “Fifth Amendment”) dated as of July 3, 2023, is among Crescent Energy Finance LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), Collateral Agent and a Letter of Credit Issuer; and the Lenders signatory hereto.

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Eleventh Amendment to Credit Agreement
Credit Agreement • December 20th, 2024 • Crescent Energy Co • Crude petroleum & natural gas • New York

This Eleventh Amendment to Credit Agreement (this “Eleventh Amendment”) dated as of December 17, 2024, is among Crescent Energy Finance LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), Collateral Agent and a Letter of Credit Issuer; and the Lenders signatory hereto.

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CRESCENT ENERGY COMPANY Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 5th, 2024 • Crescent Energy Co • Crude petroleum & natural gas • New York
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SECOND AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • December 3rd, 2024 • Crescent Energy Co • Crude petroleum & natural gas

This Second Amendment (the “Amendment”) to the Management Agreement, dated as of December 7, 2021 (as amended, the “Management Agreement”), by and between Crescent Energy Company (the “Company”) and KKR Energy Assets Manager LLC (the “Manager”, and together with the Company, the “Parties”), is entered into by and between the Company and the Manager as of December 3, 2024, to be effective as of the Closing (as defined in the MIPA (as defined below)) (such effective date, the “Amendment Effective Date”). Unless otherwise specified, all capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Management Agreement.

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MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among RIDGEMAR ENERGY OPERATING, LLC, as Seller, RIDGEMAR (EAGLE FORD) LLC, as Company, CRESCENT ENERGY FINANCE, LLC, as Buyer, and CRESCENT ENERGY COMPANY, as Parent Dated as of December 3, 2024
Membership Interest Purchase Agreement • December 3rd, 2024 • Crescent Energy Co • Crude petroleum & natural gas • Texas

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of December 3, 2024 (the “Execution Date”), is between Ridgemar Energy Operating, LLC, a Delaware limited liability company (“Seller”), Ridgemar (Eagle Ford) LLC, a Delaware limited liability company (“Company”), Crescent Energy Finance, LLC, a Delaware limited liability company (“Buyer”), and Crescent Energy Company, a Delaware corporation (“Parent”). Seller, Company, Buyer and Parent are each sometimes referred to herein as a “Party” and collectively as the “Parties.”

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SIXTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 7th, 2023 • Crescent Energy Co • Crude petroleum & natural gas • New York

Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 6, 2023, among Contango Crescent Renee LLC, a Delaware limited liability company, FourPass Energy LLC, a Delaware limited liability company, Madden AgentCo Inc., a Delaware corporation, and Madden AssetCo LLC, a Delaware limited liability company (each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.S. Bank Trust Company, National Association, a national banking association

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Supplemental Indenture • February 10th, 2022 • Crescent Energy Co • Crude petroleum & natural gas • New York

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”).

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • November 4th, 2024 • Crescent Energy Co • Crude petroleum & natural gas • New York

First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 3, 2024, among Artemis Merger Sub II LLC, a Delaware limited liability company, SilverBow Resources Operating, LLC, a Texas limited liability company, and SilverBow AgentCo Inc., a Delaware corporation (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

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FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 4th, 2024 • Crescent Energy Co • Crude petroleum & natural gas • New York

First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 3, 2024, among Artemis Merger Sub II LLC, a Delaware limited liability company, SilverBow Resources Operating, LLC, a Texas limited liability company, and SilverBow AgentCo Inc., a Delaware corporation (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

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