INDENTURE Dated as of March 19, 2021 between Centennial Resource Production, LLC as Issuer and UMB Bank, N.A. as TrusteeIndenture • March 19th, 2021 • Centennial Resource Development, Inc. • Crude petroleum & natural gas • New York
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.
CENTENNIAL RESOURCE PRODUCTION, LLC $150,000,000 3.25% Exchangeable Senior Notes due 2028 Underwriting AgreementCentennial Resource Development, Inc. • March 19th, 2021 • Crude petroleum & natural gas • New York
Centennial Resource Production, LLC, a Delaware limited liability company (the “Company”) and subsidiary of Centennial Resource Development, Inc., a Delaware corporation (the “Parent”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $150,000,000 principal amount of its 3.25% Exchangeable Senior Notes due 2028 (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $22,500,000 principal amount of its 3.25% Exchangeable Senior Notes due 2028 (the “Option Securities”) if and to the extent that the Underwriters shall have determined to exercise the option to purchase such 3.25% Exchangeable Senior Notes due 2028 granted to the Underwriters in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be exchangeable into shares (the “Underlying Securities
CENTENNIAL RESOURCE PRODUCTION, LLC, THE GUARANTOR PARTIES HERETO and UMB BANK, N.A. as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 19, 2021 3.25% Exchangeable Senior Notes due 2028First Supplemental Indenture • March 19th, 2021 • Centennial Resource Development, Inc. • Crude petroleum & natural gas • New York
This Supplemental Indenture (as defined below) is being executed and delivered pursuant to Article II of the Base Indenture to establish the terms, and provide for the issuance, of a new series of Securities (as defined in the Base Indenture) constituting the Company’s 3.25% Exchangeable Senior Notes due 2028 (the “Notes”).
Limited Consent and Fifth Amendment to Second Amended and Restated Credit AgreementCredit Agreement • March 19th, 2021 • Centennial Resource Development, Inc. • Crude petroleum & natural gas • New York
This Limited Consent and Fifth Amendment to Second Amended and Restated Credit Agreement (this “Fifth Amendment”), dated as of March 15, 2021 (the “Fifth Amendment Effective Date”), is among Centennial Resource Production, LLC, a Delaware limited liability company (the “Borrower”); Centennial Resource Development, Inc., a Delaware corporation (the “Parent”); each of the other undersigned guarantors (the “Guarantors”, and together with the Borrower and the Parent, the “Credit Parties”); each of the Lenders party hereto; and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
