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”). 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 June 14, 2024 (the “Base Indenture”), providing for the issuance of 7.375% Senior Notes due 2033 (the “Existing 2033 Notes”), as supplemented by the first supplemental indenture, dated as of September 3, 2024 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”);
WHEREAS, Section 2.01(d) of the Indenture provides that Additional Notes ranking pari passu with the Existing 2033 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 Existing 2033 Notes and shall have the same terms as to status, redemption or otherwise as the Existing 2033 Notes; and
WHEREAS, the Issuer and the Guarantors desire to execute and deliver this Second Supplemental Indenture for the purpose of issuing $250,000,000 in aggregate principal amount of additional notes, having terms substantially identical in all material respects to the Existing 2033 Notes (the “Additional Notes” and, together with the Existing 2033 Notes, the “Notes”); and 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 Existing 2033 Notes. The Existing 2033 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.
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 Second 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 Second 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 Second Supplemental Indenture) is in all respects hereby ratified and confirmed. This Second Supplemental Indenture and all the terms and conditions of this Second 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 Second Supplemental Indenture to be duly executed, all as of the date first above written.
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CRESCENT ENERGY FINANCE LLC, as Company |
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By:Crescent Energy OpCo LLC, its sole member |
By: Crescent Energy Company, its managing member |
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
Title: Chief Financial Officer |
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INDEPENDENCE MINERALS HOLDINGS LLC, as Guarantor |
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
Title: Authorized Person |
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INDEPENDENCE MINERALS GP LLC, as Guarantor |
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By: | /s/Xxxxx Xxxxxxxxxxxx |
Name: Xxxxx Xxxxxxxxxxxx |
Title: Vice President |
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INDEPENDENCE MINERALS L.P., as Guarantor |
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By: Independence Minerals GP LLC, its general partner |
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By: | /s/Xxxxx Xxxxxxxxxxxx |
Name: Xxxxx Xxxxxxxxxxxx |
[Second Supplemental Indenture Signature Page]
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INDEPENDENCE UPSTREAM HOLDINGS GP LLC, as Guarantor |
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
Title: Authorized Person |
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INDEPENDENCE UPSTREAM HOLDINGS L.P., as Guarantor |
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By: Independence Upstream Holdings GP LLC, its general partner |
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
Title: Authorized Person |
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INDEPENDENCE UPSTREAM GP LLC, as Guarantor |
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By: | /s/Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Vice President |
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INDEPENDENCE UPSTREAM L.P., as Guarantor |
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By: Independence Upstream GP LLC, its general partner |
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By: | /s/Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Vice President |
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COLT ADMIRAL A HOLDING GP LLC, as Guarantor |
[Second Supplemental Indenture Signature Page]
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
Title: Authorized Person |
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COLT ADMIRAL A HOLDING L.P., as Guarantor |
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By: Colt Admiral A Holding GP LLC, its general partner |
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
Title: Authorized Person |
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TITAN ENERGY HOLDINGS L.P., as Guarantor |
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By: Colt Admiral A Holding GP LLC, its general partner |
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
Title: Authorized Person |
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EIGF MINERALS GP LLC, as Guarantor |
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By: | /s/Xxxxx Xxxxxxxxxxxx |
Name: Xxxxx Xxxxxxxxxxxx |
Title: Vice President |
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EIGF MINERALS L.P., as Guarantor |
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By: EIGF MINERALS GP LLC, its general partner |
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By: | /s/Xxxxx Xxxxxxxxxxxx |
Name: Xxxxx Xxxxxxxxxxxx |
Title: Vice President |
[Second Supplemental Indenture Signature Page]
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IE BUFFALO HOLDINGS LLC, as Guarantor |
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By: | /s/Xxxxx Xxxxxxxxxxxx |
Name: Xxxxx Xxxxxxxxxxxx |
Title: Vice President |
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JAVELIN EF GP LLC, as Guarantor |
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
Title: Authorized Person |
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JAVELIN EF L.P., as Guarantor |
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By: Javelin EF GP LLC, its general partner |
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
Title: Authorized Person |
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JAVELIN PALO VERDE GP LLC, as Guarantor |
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
Title: Authorized Person |
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JAVELIN PALO VERDE L.P., as Guarantor |
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By: Javelin Palo Verde GP LLC, its general partner |
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
Title: Authorized Person |
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JAVELIN PALO VERDE AGGREGATOR L.P., as Guarantor |
By: Javelin EFA GP LLC, its general partner |
[Second Supplemental Indenture Signature Page]
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
Title: Authorized Person |
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JAVELIN EFA GP LLC, as Guarantor |
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
Title: Authorized Person |
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JAVELIN EF AGGREGATOR L.P., as Guarantor |
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By: Javelin EFA GP LLC, its general partner |
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
Title: Authorized Person |
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JAVELIN OIL & GAS LLC, as Guarantor |
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
Title: Authorized Person |
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JAVELIN EFA HOLDINGS LLC, as Guarantor |
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By: Javelin Oil & Gas LLC, its sole member |
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
Title: Authorized Person |
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JAVELIN MARKETING, LLC, as Guarantor |
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
[Second Supplemental Indenture Signature Page]
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SPRINGFIELD GS HOLDINGS LLC, as Guarantor |
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By: Javelin EF L.P., its sole member |
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By: Javelin EF GP LLC, its general partner |
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By: | /s/Xxxxxx Xxxxxxx |
Name: Xxxxxx Xxxxxxx |
Title: Authorized Person |
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VINE ROYALTY GP LLC, as Guarantor |
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By: | /s/Xxxxx Xxxxxxxxxxxx |
Name: Xxxxx Xxxxxxxxxxxx |
Title: Vice President |
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VINE ROYALTY L.P., as Guarantor |
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By: Vine Royalty GP LLC, its general partner |
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By: | /s/Xxxxx Xxxxxxxxxxxx |
Name: Xxxxx Xxxxxxxxxxxx |
Title: Vice President |
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CONTANGO CRESCENT XXXXX LLC, as Guarantor |
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By: | /s/Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Senior Vice President |
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XXXXX ACQUISITION LLC, as Guarantor |
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By: | /s/Xxxxx Xxxxxxxxxxxx |
Name: Xxxxx Xxxxxxxxxxxx |
Title: Vice President |
[Second Supplemental Indenture Signature Page]
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CMP LEGACY CO. LLC, as Guarantor |
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By: | /s/Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Vice President, Finance |
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DMA ROYALTY INVESTMENTS L.P., as Guarantor |
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By: Independence Minerals GP LLC, its general partner |
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By: | /s/Xxxxx Xxxxxxxxxxxx |
Name: Xxxxx Xxxxxxxxxxxx |
Title: Vice President |
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FALCON HOLDING L.P., as Guarantor |
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By: Independence Minerals GP LLC, its general partner |
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By: | /s/Xxxxx Xxxxxxxxxxxx |
Name: Xxxxx Xxxxxxxxxxxx |
Title: Vice President |
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MINERAL ACQUISITION COMPANY I, L.P., as Guarantor |
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By: Independence Minerals GP LLC, its general partner |
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By: | /s/Xxxxx Xxxxxxxxxxxx |
Name: Xxxxx Xxxxxxxxxxxx |
Title: Vice President |
[Second Supplemental Indenture Signature Page]
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NEWARK HOLDING AGENT CORP, as Guarantor |
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By: | /s/Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Authorized Person |
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IE L MERGER SUB LLC, as Guarantor |
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By: | /s/Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Senior Vice President |
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CONTANGO RESOURCES, LLC, as Guarantor |
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By: | /s/Xxxx Xxxx |
Name: Xxxx Xxxx |
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CONTANGO MIDSTREAM COMPANY, LLC, as Guarantor |
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By: | /s/Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Senior Vice President |
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CONTARO COMPANY, LLC, as Guarantor |
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By: | /s/Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Senior Vice President |
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CONTARO ALTA INVESTMENTS, LLC, as Guarantor |
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By: | /s/Xxxx Xxxx |
[Second Supplemental Indenture Signature Page]
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CONTARO ALTA INVESTMENTS, LLC, as Guarantor |
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By: | /s/Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Senior Vice President |
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CONTANGO AGENTCO ONSHORE, INC., as Guarantor |
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By: | /s/Xxxxxxx X. XxXxxxxxx, III |
Name: Xxxxxxx X. XxXxxxxxx, III |
Title: General Counsel |
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FOURPASS ENERGY LLC, as Guarantor |
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By: Crescent Energy Finance LLC, its sole member |
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By: | /s/Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Chief Accounting Officer |
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CMP VENTURECO. LLC, as Guarantor |
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By: | /s/Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Vice President, Finance |
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CONTANGO CRESCENT VENTURECO I LLC, as Guarantor |
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By: | /s/Xxxx Xxxx |
[Second Supplemental Indenture Signature Page]
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Name: Xxxx Xxxx |
Title: Senior Vice President |
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IE BUFFALO MINERALS LLC, as Guarantor |
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By: IE Buffalo Holdings, LLC, its managing member |
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By: | /s/Xxxxx Xxxxxxxxxxxx |
Name: Xxxxx Xxxxxxxxxxxx |
Title: Senior Vice President |
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NEWARK C-I HOLDING L.P., as Guarantor |
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By: Javelin EFA GP LLC |
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By: | /s/Xxxxx Xxxxxxxxxxxx |
Name: Xxxxx Xxxxxxxxxxxx |
Title: Vice President |
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NEWARK ACQUISITION GP I LLC, as Guarantor |
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By: | /s/Xxxxx Xxxxxxxxxxxx |
Name: Xxxxx Xxxxxxxxxxxx |
Title: Vice President |
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NEWARK ACQUISITION I L.P., as Guarantor |
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By: Newark Acquisition GP I LLC, its general partner |
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By: | /s/Xxxxx Xxxxxxxxxxxx |
Name: Xxxxx Xxxxxxxxxxxx |
Title: Vice President |
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XXXXX HOLDING GP LLC, as Guarantor |
[Second Supplemental Indenture Signature Page]
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By: | /s/Xxxxx Xxxxxxxxxxxx |
Name: Xxxxx Xxxxxxxxxxxx |
Title: Vice President |
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XXXXX C-1 HOLDING L.P., as Guarantor |
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By: Xxxxx Holding GP LLC, its general partner |
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By: | /s/Xxxxx Xxxxxxxxxxxx |
Name: Xxxxx Xxxxxxxxxxxx |
Title: Vice President |
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BRIDGE ENERGY HOLDINGS LLC, as Guarantor |
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By: | /s/Xxxxxxx Xxxxxxxxxxx |
Name: Xxxxxxx Xxxxxxxxxxx |
Title: President |
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BRIDGE ENERGY LLC, as Guarantor |
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By: Bridge Energy Holdings LLC, its sole member |
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By: | /s/Xxxxxxx Xxxxxxxxxxx |
Name: Xxxxxxx Xxxxxxxxxxx |
Title: President |
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XXXXX C-1 HOLDING AGENT CORP., as Guarantor |
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By: | /s/ Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: President |
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CRESCENT CONVENTIONAL LLC, as Guarantor |
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By: | /s/Xxxx Xxxx |
[Second Supplemental Indenture Signature Page]
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Name: Xxxx Xxxx |
Title: Vice President, Finance |
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MADDEN ASSETCO LLC, as Guarantor |
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By: Contango Crescent VentureCo I LLC, its sole member |
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By: | /s/ Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Senior Vice President |
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MADDEN AGENTCO INC., as Guarantor |
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By: | /s/ Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Senior Vice President |
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JAVELIN VENTURECO, LLC, as Guarantor |
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By: | /s/ Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Vice President, Finance |
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CRESCENT UINTA, LLC (F/K/A JAVELIN UINTA, LLC), as Guarantor |
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By: Javelin VentureCo, LLC, its sole member |
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By: | /s/ Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Vice President, Finance |
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ARTEMIS MERGER SUB II LLC, as Guarantor |
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By: | /s/ Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Senior Vice President |
[Second Supplemental Indenture Signature Page]
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SILVERBOW AGENTCO INC., as Guarantor |
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By: | /s/ Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Senior Vice President |
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SILVERBOW RESOURCES OPERATING, LLC, as Guarantor |
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By: | /s/ Xxxx Xxxx |
Name: Xxxx Xxxx |
Title: Senior Vice President |
[Second Supplemental Indenture Signature Page]
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U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, |
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as Trustee | |
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By: | /s/Xxxxx X. Xxxxxx |
| Name: | Xxxxx X. Xxxxxx |
| Title: | Vice President |
[Second Supplemental Indenture Signature Page]