This Second Supplemental Indenture, dated as of June 3, 2020 (this “Supplemental Indenture”), is among Antero Minerals LLC, a Delaware limited liability company, and MU Marketing LLC, a Delaware limited liability company (together, the “New Guarantors” and each, a “New Guarantor”), Antero Resources Corporation, a Delaware corporation (the “Issuer”), the other guarantors named herein and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Issuer and the Trustee are parties to an indenture, dated as of March 17, 2015 (the “Base Indenture”), providing for the issuance of an aggregate principal amount of $750,000,000 of 5.625% Senior Notes due 2023 of the Issuer (the “Securities”), as supplemented by the First Supplemental Indenture, dated as of March 12, 2019 (the Base Indenture, as so supplemented, the “Indenture”);
WHEREAS, Section 3.11 of the Base Indenture provides that after the Issue Date the Issuer is required to cause (a) each Wholly-Owned Subsidiary of the Issuer (other than a Foreign Subsidiary) formed or acquired after the Issue Date and (b) any other Domestic Subsidiary (except the Issuer) that is not already a Subsidiary Guarantor that guarantees any Indebtedness of the Issuer or a Subsidiary Guarantor, in each case to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally guarantee, on a joint and several basis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if any, and interest on the Securities;
WHEREAS, pursuant to Section 9.1 of the Base Indenture, the Trustee, the New Guarantors, the other Subsidiary Guarantors and the Issuer are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Securityholder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuer, the other Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:
SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.