Athlon Energy Inc. 12,875,000 Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • April 21st, 2014 • Athlon Energy Inc. • Crude petroleum & natural gas • New York
Athlon Energy Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 12,875,000 shares of common stock, $0.01 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,931,250 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The underwritten public offering of the Securities pursuant to this Agreement is referred to herein as the “Offering”. To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Representatives” as used herein shall mean you, as Underwriters, and the terms “
Athlon Holdings LP Athlon Finance Corp. $650,000,000 6.000% Senior Notes due 2022 Purchase AgreementPurchase Agreement • April 21st, 2014 • Athlon Energy Inc. • Crude petroleum & natural gas • New York
The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of the Closing Date (the “Indenture”), among the Issuers, the Guarantors (as defined below) and Wells Fargo Bank, N.A., as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Issuers, the Trustee and the Depositary.
