REGISTRATION RIGHTS AGREEMENT by and among SANCHEZ ENERGY CORPORATION and the GUARANTORS party hereto and RBC CAPITAL MARKETS, LLC CREDIT SUISSE SECURITIES (USA) LLC as Representative of the several Initial Purchasers Dated as of September 18, 2013Registration Rights Agreement • September 19th, 2013 • Sanchez Energy Corp • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 18, 2013, by and among SANCHEZ ENERGY CORPORATION, a Delaware corporation (the “Company”), the guarantors listed on the signature pages hereto (collectively, the “Guarantors”) and RBC Capital Markets, LLC and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) of the several initial purchasers listed on Schedule 1 to the Purchase Agreement (collectively, the “Initial Purchasers”), each of whom has agreed, severally and not jointly, to purchase the Company’s 7.75% Senior Notes due 2021 (the “Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”
Sanchez Energy Corporation $200,000,000 7.75% Senior Notes due 2021 Purchase AgreementRegistration Rights Agreement • September 19th, 2013 • Sanchez Energy Corp • Crude petroleum & natural gas • New York
Sanchez Energy Corporation, a Delaware corporation (the “Company”) proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $200 million principal amount of its 7.75% Senior Notes due 2021 (the “Additional Notes”). The Additional Notes will constitute one series together with, and will be identical in all respects to, the $400 million aggregate principal amount of 7.75% Senior Notes due 2021 (the “Initial Notes”) issued and sold by the Issuers (as defined below) pursuant to that certain purchase agreement, dated June 10, 2013 (the “Original Purchase Agreement”), among the Issuers and RBC Capital Markets, LLC, except that any Additional Notes sold pursuant to Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”) may have a separate CUSIP number from that of the Initial Notes sold pursuant to Regulation S. The Addition
SANCHEZ ENERGY CORPORATION AND THE GUARANTORS NAMED HEREINFirst Supplemental Indenture • September 19th, 2013 • Sanchez Energy Corp • Crude petroleum & natural gas • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of September 11, 2013 (this “First Supplemental Indenture”) is among Sanchez Energy Corporation, a Delaware corporation (the “Company”), SN TMS, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), which is a subsidiary of the Company, each of the existing Guarantors (as defined in the Indenture referred to below) and U.S. Bank National Association, a national banking association, as Trustee.
