Contract
Exhibit 4.3
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”).
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 February 1, 2023 (the “Base Indenture”), providing for the issuance of 9.250% Senior Notes due 2028 (the “Original 2028 Notes”), as supplemented by the first supplemental indenture, dated as of July 20, 2023 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) providing for the additional issuance of 9.250% Senior Notes due 2028 (the “Additional 2028 Notes” and, together with the Original 2028 Notes, the “Existing 2028 Notes”);
WHEREAS, Section 2.01(d) of the Indenture provides that Additional Notes ranking pari passu with the Existing 2028 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 2028 Notes and shall have the same terms as to status, redemption or otherwise as the Existing 2028 Notes; and
WHEREAS, the Issuer and the Guarantors desire to execute and deliver this Second Supplemental Indenture for the purpose of issuing $150,000,000 in aggregate principal amount of additional notes, having terms substantially identical in all material respects to the Existing 2028 Notes (the “Additional Notes” and, together with the Existing 2028 Notes, the “Notes”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Second 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 Existing 2028 Notes, except that interest on the Additional Notes will accrue from August 15, 2023 and the first interest payment date shall be February 15, 2024. The Existing 2028 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 SECOND 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 Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Second Supplemental Indenture may be executed in multiple counterparts, which, when taken together, shall constitute one instrument. The exchange of copies of this Second Supplemental
Indenture and of signature pages by facsimile or electronic (by ‘.pdf’ or other format) transmissions shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second 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 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 Supplemental Indenture to be duly executed, all as of the date first above written.
Very truly yours,
CRESCENT ENERGY FINANCE LLC, as Company | ||
By: Crescent Energy OpCo LLC, its sole member | ||
By: Crescent Energy Company, its managing member | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Chief Financial Officer | |
INDEPENDENCE MINERALS HOLDINGS LLC, as Guarantor | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Authorized Person | |
INDEPENDENCE MINERALS GP LLC, as Guarantor | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxxxx | |
Title: | Vice President | |
INDEPENDENCE MINERALS L.P., as Guarantor | ||
By: Independence Minerals GP LLC, its general partner | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxxxx | |
Title: | Vice President |
INDEPENDENCE UPSTREAM HOLDINGS GP LLC, as Guarantor | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Authorized Person | |
INDEPENDENCE UPSTREAM HOLDINGS L.P., as Guarantor | ||
By: Independence Upstream Holdings GP LLC, its general partner | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Authorized Person | |
INDEPENDENCE UPSTREAM GP LLC, as Guarantor | ||
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: | Vice President | |
INDEPENDENCE UPSTREAM L.P., as Guarantor | ||
By: Independence Upstream GP LLC, its general partner | ||
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: | Vice President | |
COLT ADMIRAL A HOLDING GP LLC, as Guarantor | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Authorized Person |
[SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE]
COLT ADMIRAL A HOLDING L.P., as Guarantor | ||
By: Colt Admiral A Holding GP LLC, its general partner | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Authorized Person | |
TITAN ENERGY HOLDINGS L.P., as Guarantor | ||
By: Colt Admiral A Holding GP LLC, its general partner | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Authorized Person | |
EIGF MINERALS GP LLC, as Guarantor | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxxxx | |
Title: | Vice President | |
EIGF MINERALS L.P., as Guarantor | ||
By: EIGF MINERALS GP LLC, its general partner | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxxxx | |
Title: | Vice President | |
IE BUFFALO HOLDINGS LLC, as Guarantor | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxxxx | |
Title: | Vice President |
[SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE]
JAVELIN EF GP LLC, as Guarantor | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Authorized Person | |
JAVELIN EF L.P., as Guarantor | ||
By: Javelin EF GP LLC, its general partner | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Authorized Person | |
JAVELIN PALO VERDE GP LLC, as Guarantor | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Authorized Person | |
JAVELIN PALO VERDE L.P., as Guarantor | ||
By: Javelin Palo Verde GP LLC, its general partner | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Authorized Person | |
JAVELIN PALO VERDE AGGREGATOR L.P., as Guarantor | ||
By: Javelin EFA GP LLC, its general partner | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Authorized Person |
[SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE]
JAVELIN EFA GP LLC, as Guarantor | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Authorized Person | |
JAVELIN EF AGGREGATOR L.P., as Guarantor | ||
By: Javelin EFA GP LLC, its general partner | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Authorized Person | |
JAVELIN OIL & GAS LLC, as Guarantor | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Authorized Person | |
JAVELIN EFA HOLDINGS LLC, as Guarantor | ||
By: Javelin Oil & Gas LLC, its sole member | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Authorized Person | |
JAVELIN MARKETING, LLC, as Guarantor | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Authorized Person |
[SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE]
CMP LEGACY CO. LLC, as Guarantor | ||
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: | Vice President, Finance | |
DMA ROYALTY INVESTMENTS L.P., as Guarantor | ||
By: Independence Minerals GP LLC, its general partner | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxxxx | |
Title: | Vice President | |
FALCON HOLDING L.P., as Guarantor | ||
By: Independence Minerals GP LLC, its general partner | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxxxx | |
Title: | Vice President | |
MINERAL ACQUISITION COMPANY I, L.P., as Guarantor | ||
By: Independence Minerals GP LLC, its general partner | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxxxx | |
Title: | Vice President |
[SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE]
SPRINGFIELD GS HOLDINGS LLC, as Guarantor | ||
By: Javelin EF L.P., its sole member | ||
By: Javelin EF GP LLC, its general partner | ||
By: | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Authorized Person | |
VINE ROYALTY GP LLC, as Guarantor | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxxxx | |
Title: | Vice President | |
VINE ROYALTY L.P., as Guarantor | ||
By: Vine Royalty GP LLC, its general partner | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxxxx | |
Title: | Vice President | |
CONTANGO CRESCENT XXXXX LLC, as Guarantor | ||
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: | Senior Vice President | |
XXXXX ACQUISITION LLC, as Guarantor | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxxxx | |
Title: | Vice President |
[SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE]
IE BUFFALO MINERALS LLC, as Guarantor | ||
By: IE Buffalo Holdings, LLC, its managing member | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxxxx | |
Title: | Vice President | |
NEWARK C-I HOLDING L.P., as Guarantor | ||
By: Javelin EFA GP LLC | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxxxx | |
Title: | Vice President | |
NEWARK ACQUISITION GP I LLC, as Guarantor | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxxxx | |
Title: | Vice President | |
NEWARK ACQUISITION I L.P., as Guarantor | ||
By: Newark Acquisition GP I LLC, its general partner | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxxxx | |
Title: | Vice President |
[SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE]
CRESCENT CONVENTIONAL LLC, as Guarantor | ||
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: | Vice President, Finance | |
MADDEN ASSETCO LLC, as Guarantor | ||
By: Contango Crescent VentureCo I LLC, its sole member | ||
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: | Senior Vice President | |
MADDEN AGENTCO INC., as Guarantor | ||
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: | Senior Vice President | |
JAVELIN VENTURECO, LLC, as Guarantor | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | President & Chief Executive Officer | |
JAVELIN UINTA, LLC, as Guarantor | ||
By: Javelin VentureCo, LLC, its sole member | ||
By: | /s/ Xxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxx | |
Title: | President & Chief Executive Officer |
[SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE]
XXXXX HOLDING GP LLC, as Guarantor | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxxxx | |
Title: | Vice President | |
XXXXX C-I HOLDING L.P., as Guarantor | ||
By: Xxxxx Holding GP LLC, its general partner | ||
By: | /s/ Xxxxx Xxxxxxxxxxxx | |
Name: | Xxxxx Xxxxxxxxxxxx | |
Title: | Vice President | |
BRIDGE ENERGY HOLDINGS LLC, as Guarantor | ||
By: | /s/ Xxxxxxx Xxxxxxxxxxx | |
Name: | Xxxxxxx Xxxxxxxxxxx | |
Title: | President | |
BRIDGE ENERGY LLC, as Guarantor | ||
By: Bridge Energy Holdings LLC, its sole member | ||
By: | /s/ Xxxxxxx Xxxxxxxxxxx | |
Name: | Xxxxxxx Xxxxxxxxxxx | |
Title: | President | |
XXXXX C-I HOLDING AGENT CORP., as Guarantor | ||
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: | Authorized Person |
[SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE]
NEWARK HOLDING AGENT CORP., as Guarantor | ||
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: | Authorized Person | |
IE L MERGER SUB LLC, as Guarantor | ||
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: | Senior Vice President | |
CONTANGO RESOURCES, LLC, as Guarantor | ||
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: | Senior Vice President | |
CONTANGO MIDSTREAM COMPANY, LLC, as Guarantor | ||
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: | Senior Vice President | |
CONTARO COMPANY, LLC, as Guarantor | ||
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: | Senior Vice President |
[SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE]
CONTANGO ALTA INVESTMENTS, LLC, as Guarantor | ||
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: | Senior Vice President | |
CONTANGO AGENTCO ONSHORE, INC., as Guarantor | ||
By: | /s/ Xxxxxxx X. XxXxxxxxx, III | |
Name: | Xxxxxxx X. XxXxxxxxx, III | |
Title: | General Counsel | |
FOURPASS ENERGY LLC, as Guarantor | ||
By: Crescent Energy Finance LLC, its sole member | ||
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: | Chief Accounting Officer | |
CMP VENTURE CO. LLC, as Guarantor | ||
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: | Vice President, Finance | |
CONTANGO CRESCENT VENTURECO I LLC, as Guarantor | ||
By: | /s/ Xxxx Xxxx | |
Name: | Xxxx Xxxx | |
Title: | Senior Vice President |
[SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE]
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee | ||
By: | /s/ Xxxxx X. Xxxxxx | |
Name: | Xxxxx X. Xxxxxx | |
Title: | Vice President |
[SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
The following entities, each as a Guarantor:
1. | Independence Upstream Holdings GP LLC | |
2. | Independence Upstream Holdings L.P. | |
3. | Independence Upstream GP LLC | |
4. | Independence Upstream L.P. | |
5. | Colt Admiral A Holding GP LLC | |
6. | Colt Admiral A Holding L.P. | |
7. | Titan Energy Holdings L.P. | |
8. | Independence Minerals Holdings LLC | |
9. | EIGF Minerals GP LLC | |
10. | EIGF Minerals L.P. | |
11. | Independence Minerals GP LLC | |
12. | Independence Minerals L.P. | |
13. | DMA Royalty Investments L.P. | |
14. | Falcon Holding L.P. | |
15. | Mineral Acquisition Company I, LP | |
16. | IE Buffalo Holdings LLC | |
17. | IE Buffalo Minerals LLC | |
18. | Vine Royalty GP LLC | |
19. | Vine Royalty L.P. | |
20. | Xxxxx Holding GP LLC | |
21. | Xxxxx C-I Holding L.P. | |
22. | Xxxxx C-I Holding Agent Corp. | |
23. | Xxxxx Acquisition LLC | |
24. | Newark C-I Holding L.P. | |
25. | Newark Acquisition GP I LLC | |
26. | Newark Acquisition I L.P. | |
27. | Newark Holding Agent Corp. | |
28. | Javelin Oil & Gas, LLC | |
29. | Javelin EFA Holdings LLC | |
30. | Javelin EF Aggregator L.P. | |
31. | Javelin EF GP LLC | |
32. | Javelin EF L.P. | |
33. | Springfield GS Holdings LLC | |
34. | Javelin EFA GP LLC | |
35. | Javelin Palo Verde Aggregator L.P. | |
36. | Javelin Palo Verde GP LLC | |
37. | Javelin Palo Verde LP | |
38. | Bridge Energy Holdings LLC | |
39. | Bridge Energy LLC | |
40. | Javelin Marketing, LLC | |
41. | IE L Merger Sub LLC | |
42. | Contango Resources, LLC | |
43. | Contango Midstream Company, LLC | |
44. | Contaro Company, LLC | |
45. | Contango Alta Investments, LLC | |
46. | Contango AgentCo Onshore, Inc. |
47. | CMP Legacy Co. LLC | |
48. | CMP Venture Co. LLC | |
49. | Contango Crescent Xxxxx LLC | |
50. | Contango Crescent VentureCo I LLC | |
51. | Crescent Conventional LLC | |
52. | FourPass Energy LLC | |
53. | Javelin Uinta, LLC | |
54. | Javelin VentureCo, LLC | |
55. | Madden AgentCo Inc. | |
56. | Madden AssetCo LLC |