Contract
Exhibit 4.1.3
SECOND SUPPLEMENTAL INDENTURE, dated as of January 27, 2010 (this “Second Supplemental
Indenture”), among Encore Acquisition Company, a Delaware corporation (the “Company”), the
Subsidiaries of the Company party hereto and Xxxxx Fargo Bank, National Association, as trustee
(the “Trustee”).
WHEREAS, the Company and the Trustee have heretofore entered into an Indenture dated as of
April 2, 2004 (the “Original Indenture”), as supplemented by the First Supplemental Indenture dated
as of January 2, 2008 (together with the Original Indenture, the “Indenture”), relating to the
Company’s 6.25% Senior Subordinated Notes due 2014; and
WHEREAS, the Company has formed a new indirect wholly owned subsidiary, Greencore Pipeline
Company LLC, a Delaware limited liability company (“Greencore”); and
WHEREAS, Section 4.10 of the Indenture provides that the Company shall cause each Restricted
Subsidiary that Incurs any Indebtedness (other than Indebtedness Incurred pursuant to and in
compliance with the last clause of Section 4.03(b)(16) of the Indenture), to, at the same, execute
and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary will
Guarantee payment of the Securities on the same terms and conditions as those set forth in the
Indenture; and
WHEREAS, Section 9.01 of the Indenture provides that the Company, the Subsidiary Guarantors
and the Trustee may amend the Indenture without the consent of any Securityholder to add Guarantees
with respect to the Securities; and
WHEREAS, all acts and things necessary to make this Second Supplemental Indenture a valid and
binding agreement in accordance with the Indenture have been done or performed;
NOW, THEREFORE, in consideration of the premises, agreements and obligations set forth herein
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all
Securityholders, as follows:
SECTION 1. Capitalized Terms. Capitalized terms used in this Second Supplemental
Indenture and not otherwise defined herein shall have the respective meanings assigned to such
terms in the Indenture.
SECTION 2. Guarantees. Greencore hereby agrees, by its execution of this Second
Supplemental indenture, (a) to guarantee, jointly and severally with the other Subsidiary
Guarantors, the Guaranteed Obligations on the terms and subject to the conditions set forth in
Article 11 of the Indenture and (b) to be bound by all other provisions of the Indenture applicable
to Subsidiary Guarantors.
SECTION 3. Continuing Effect of Indenture. Except as expressly provided herein, all
of the terms, provisions and conditions of the Indenture and the Securities outstanding thereunder
shall remain in full force and effect.
SECTION 4. Construction of Second Supplemental Indenture. This Second Supplemental
Indenture is executed as and shall constitute an indenture supplemental to the Indenture and shall
be construed in connection with and as part of the Indenture.
SECTION 5. Trust Indenture Act Controls. If any provision of this Second Supplemental
Indenture limits, qualifies or conflicts with another provision of this Second Supplemental
Indenture or the Indenture that is required to be included by the Trust Indenture Act of 1939 as in
force on the date as of which this Second Supplemental Indenture is executed, the provision
required by said Act shall control.
SECTION 6. Trustee Disclaimer. The recitals contained in this Second Supplemental
Indenture shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Second Supplemental Indenture.
SECTION 7. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Counterparts. This Second Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
[The remainder of this page is intentionally left blank; signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed, as of the day and year first above written.
ENCORE ACQUISITION COMPANY |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary | |||
EAP OPERATING, LLC |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Senior Vice President, Chief Financial Officer, Treasurer and Secretary | |||
EAP PROPERTIES, INC. |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Senior Vice President, Chief Financial Officer, Treasurer and Secretary | |||
ENCORE OPERATING, L.P. |
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By: | EAP Operating, LLC, its general partner | |||
By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Senior Vice President, Chief Financial Officer, Treasurer and Secretary | |||
ENCORE OPERATING LOUISIANA, LLC |
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By: | /s/ Xxxxxx X. Xxxx | |||
Name: | Xxxxxx X. Xxxx | |||
Title: | President and Assistant Secretary | |||
GREENCORE PIPELINE COMPANY LLC |
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By: | /s/ Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Senior Vice President, Chief Financial Officer, Treasurer and Secretary | |||
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee |
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By: | /s/ Xxxxxxx Xxxxxxxx | |||
Name: | Xxxxxxx Xxxxxxxx | |||
Title: | Vice President | |||