FIFTH SUPPLEMENTAL INDENTURE
Execution Version
FIFTH SUPPLEMENTAL INDENTURE
THIS FIFTH SUPPLEMENTAL INDENTURE (“Fifth Supplemental Indenture”), dated as of December 10, 2020, among (i) SOUTHWESTERN ENERGY COMPANY, a Delaware corporation (the “Company”), (ii) A.W. REALTY COMPANY, LLC, a Texas limited liability company, ANGELINA GATHERING COMPANY L.L.C., a Texas limited liability company, SWN DRILLING COMPANY, LLC, a Texas limited liability company, SWN E & P SERVICES, LLC, a Texas limited liability company, SWN ENERGY SERVICES COMPANY, LLC, a Texas limited liability company, SWN INTERNATIONAL, LLC, a Delaware limited liability company, SWN MIDSTREAM SERVICES COMPANY, LLC, a Texas limited liability company, SWN PRODUCER SERVICES, LLC, a Texas limited liability company, SWN PRODUCTION COMPANY, LLC, a Texas limited liability company, SWN WATER RESOURCES COMPANY, LLC, a Texas limited liability company, and SWN WELL SERVICES, LLC, a Texas limited liability company (each Person in this clause (ii), an “Existing Guaranteeing Subsidiary,” and together, the “Existing Guaranteeing Subsidiaries”), each, a subsidiary of the Company, (iii) BLUE RIDGE MOUNTAIN RESOURCES, INC., a Delaware corporation, ECLIPSE GP, LLC, a Delaware limited liability company, ECLIPSE RESOURCES I, LP, a Delaware limited partnership, ECLIPSE RESOURCES-OHIO, LLC, a Delaware limited liability company, ECLIPSE RESOURCES-PA, LP, a Delaware limited partnership, SWN MIDSTREAM SERVICES COMPANY, LLC, a Texas limited liability company, and TRIAD HUNTER, LLC, a Delaware limited liability company (each Person in this clause (iii), an “Additional Guaranteeing Subsidiary,” and together, the “Additional Guaranteeing Subsidiaries,” and together with the Existing Guaranteeing Subsidiaries, the “Guaranteeing Subsidiaries”), and (iv) U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee a base indenture (the “Base Indenture”), dated as of September 25, 2017, a first supplemental indenture (the “First Supplemental Indenture”), dated as of September 25, 2017, a second supplemental indenture (the “Second Supplemental Indenture”), dated as of April 26, 2018, a third supplemental indenture (the “Third Supplemental Indenture”), dated as of December 3, 2018, and a fourth supplemental indenture (the “Fourth Supplemental Indenture,” and the Base Indenture as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”), dated as of August 27, 2020, providing for the issuance of 7.500% Senior Notes due 2026 (the “2026 Notes”), 7.750% Senior Notes due 2027 (the “2027 Notes) and 8.375% Senior Notes due 2028 (the “2028 Notes,” and together with the 2026 Notes and the 2027 Notes, the “Notes”);
WHEREAS, Section 5.03 of the First Supplemental Indenture provides that if any of the Company’s Subsidiaries guarantees, becomes a borrower or guarantor under, or grants any Lien to secure any obligations pursuant to, (i) the Senior Credit Facility or any future Credit Facility, or (ii) any other indebtedness for money borrowed in excess of $500.0 million, then the
Execution Version
Company shall cause such Subsidiary to become a Security Guarantor by executing a supplement to the Indenture and delivering such supplement to the Trustee promptly;
WHEREAS, Section 5.03 of the Fourth Supplemental Indenture provides that if any of the Company’s Subsidiaries that is not a Security Guarantor guarantees, becomes a borrower or guarantor under, or grants any Lien to secure any obligations pursuant to (i) the Credit Agreement or any future Credit Facility, or (ii) any other indebtedness for money borrowed in excess of $500.0 million, then the Company shall cause such Subsidiary to become a Security Guarantor by executing a supplement to the Indenture and delivering such supplement to the Trustee promptly;
WHEREAS, each of the Additional Guaranteeing Subsidiaries has been added or is expected to be added as a guarantor to the Senior Credit Facility (as defined in the Base Indenture) and to the Credit Agreement (as defined in the Fourth Supplemental Indenture); and
WHEREAS, pursuant to Section 10.01 of the Indenture, the Trustee is authorized to execute and deliver this Fifth Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Additional Guaranteeing Subsidiary and the Trustee 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.Agreement to Guarantee. Each Additional Guaranteeing Subsidiary hereby agrees (i) in accordance with Section 5.03 of the First Supplemental Indenture to provide an unconditional Security Guarantee with respect to the 2026 Notes and the 2027 Notes and (ii) in accordance with Section 5.03 of the Fourth Supplemental Indenture to provide an unconditional Security Guarantee with respect to the 2028 Notes, all on the terms and subject to the conditions set forth in the Indenture including, but not limited to, Article 11 thereof.
3.No Recourse Against Others. An incorporator, director, officer, employee, stockholder or controlling Person, as such, of the Company or any Guaranteeing Subsidiary shall not have any liability for any obligations of the Company under the Notes, the Indenture, this Fifth Supplemental Indenture or any Security Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.
4.Governing Law. THIS FIFTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Execution Version
5.Counterparts. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Fifth Supplemental Indenture by facsimile or electronic transmission shall be equally as effective as delivery of an original executed counterpart of this Fifth Supplemental Indenture. Any party delivering an executed counterpart of this Fifth Supplemental Indenture by facsimile or electronic transmission also shall deliver an original executed counterpart of this Fifth Supplemental Indenture, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this Fifth Supplemental Indenture.
6.Headings. The headings of the Sections of this Fifth Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions 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 Fifth Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company. The Trustee shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and this Fifth Supplemental Indenture or fully and with like effect as if set forth in full herein.
[Signature page follows.]
Execution Version
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| Dated: December 10, 2020 | A.W. REALTY COMPANY, LLC | |||||||
| ANGELINA GATHERING COMPANY, L.L.C. | ||||||||
| BLUE RIDGE MOUNTAIN RESOURCES, INC. | ||||||||
| ECLIPSE GP, LLC | ||||||||
| ECLIPSE RESOURCES I, LP | ||||||||
| ECLIPSE RESOURCES-OHIO, LLC | ||||||||
| ECLIPSE RESOURCES-PA, LP | ||||||||
| SWN DRILLING COMPANY, LLC | ||||||||
| SWN E & P SERVICES, LLC | ||||||||
| SWN ENERGY SERVICES COMPANY, LLC | ||||||||
| SWN INTERNATIONAL, LLC | ||||||||
| SWN MIDSTREAM SERVICES COMPANY, LLC | ||||||||
| SWN PRODUCER SERVICES, LLC | ||||||||
| SWN PRODUCTION COMPANY, LLC | ||||||||
| SWN WATER RESOURCES COMPANY, LLC | ||||||||
| SWN WELL SERVICES, LLC | ||||||||
| TRIAD HUNTER, LLC | ||||||||
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Executive Vice President and Chief Financial Officer
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Executive Vice President and Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By: /s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Title: Vice President
