SM Energy Company, as Issuer and UMB Bank, N.A., as Trustee INDENTURE Dated as of June 17, 2020Indenture • June 18th, 2020 • SM Energy Co • Crude petroleum & natural gas • New York
Reference is made to the Intercreditor Agreement, dated as of June 17, 2020, between Wells Fargo Bank, N.A., as Priority Lien Agent (as defined therein), and UMB Bank, N.A., as Second Lien Collateral Trustee (as defined therein), among others, and acknowledged and agreed by SM Energy Company (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Intercreditor Agreement”). Each holder of any Second Lien Obligations (as defined in the Intercreditor Agreement), by its acceptance of such Second Lien Obligations (i) agrees that all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Company or any Subsidiary Guarantor to secure any Notes Obligations, whether or not upon property otherwise constituting collateral for the Notes Obligations, and that all such Parity Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Parity Lien Obligations equal
INTERCREDITOR AGREEMENT dated as of June 17, 2020 between WELLS FARGO BANK, NATIONAL ASSOCIATION, as Priority Lien Agent, and UMB BANK, N.A., as Second Lien Collateral TrusteeIntercreditor Agreement • June 18th, 2020 • SM Energy Co • Crude petroleum & natural gas • New York
THIS IS THE INTERCREDITOR AGREEMENT REFERRED TO IN (A) THE INDENTURE DATED AS OF JUNE 17, 2020, AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG SM ENERGY COMPANY, CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY THERETO AND UMB BANK, N.A., AS TRUSTEE, (B) THE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 28, 2018, AS AMENDED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG SM ENERGY COMPANY, THE LENDERS PARTY THERETO FROM TIME TO TIME AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, (C) THE OTHER NOTE DOCUMENTS REFERRED TO IN SUCH INDENTURE AND (D) THE OTHER LOAN DOCUMENTS REFERRED TO IN SUCH CREDIT AGREEMENT.
COLLATERAL TRUST AGREEMENT dated as of June 17, 2020 among SM ENERGY COMPANY, as the Company, the Guarantors from time to time party hereto, UMB Bank, N.A., as Trustee under the Indenture, the other Parity Lien Representatives from time to time party...Collateral Trust Agreement • June 18th, 2020 • SM Energy Co • Crude petroleum & natural gas • New York
This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified form time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of June 17, 2020 and is by and among SM Energy Company, a Delaware corporation (the “Company”), the Guarantors from time to time party hereto, UMB Bank, N.A., as Trustee (as defined below), and UMB Bank, N.A., as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
SECOND LIEN SECURITY AGREEMENT Between SM ENERGY COMPANY, as Grantor and UMB BANK, N.A., as Collateral Trustee, Effective as of June 17, 2020Second Lien Security Agreement • June 18th, 2020 • SM Energy Co • Crude petroleum & natural gas • New York
THIS SECOND LIEN SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made effective as of June 17, 2020, by SM ENERGY COMPANY, a Delaware corporation (the “Issuer”) with principal offices at 1775 Sherman Street, Suite 1200, Denver, Colorado 80203 (the Issuer together with any other entity that may become a party hereto as provided herein, each a “Grantor”, and collectively, the “Grantors”), in favor of UMB BANK, N.A., a national banking association with offices at 5555 San Felipe Street, Suite 870, Houston, Texas 77056, as Collateral Trustee (in such capacity, “Collateral Trustee”) for the benefit of the Parity Lien Secured Parties (as defined in the Indenture referred to below).
SM Energy Company (as Issuer) and COMPUTERSHARE INC. COMPUTERSHARE TRUST COMPANY, N.A. (collectively as Warrant Agent) Warrant Agreement Dated as of June 17, 2020 Warrants Exercisable for Shares of Common StockWarrant Agreement • June 18th, 2020 • SM Energy Co • Crude petroleum & natural gas • New York
WARRANT AGREEMENT, dated as of June 17, 2020, between SM ENERGY COMPANY, a Delaware corporation (as further defined below, the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”);
SECOND LIEN PLEDGE AND SECURITY AGREEMENT Between SM ENERGY COMPANY, as Pledgor and UMB BANK, N.A., as Collateral Trustee Effective as of June 17, 2020Second Lien Pledge and Security Agreement • June 18th, 2020 • SM Energy Co • Crude petroleum & natural gas
THIS SECOND LIEN PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made effective as of June 17, 2020, by SM ENERGY COMPANY, a Delaware corporation with principal offices at 1775 Sherman Street, Suite 1200, Denver, Colorado 80203 (the “Pledgor”), in favor of UMB BANK, N.A., a national banking association with offices at 5555 San Felipe Street, Suite 870, Houston, Texas 77056, as Collateral Trustee (in such capacity, “Collateral Trustee”) for the benefit of the Parity Lien Secured Parties (as defined in the Indenture referred to below).
