Ninth Supplemental Indenture, dated as of October 28, 2024 by and among Expand Energy Corporation and Regions Bank, as Trustee
Exhibit 4.3
NINTH SUPPLEMENTAL INDENTURE
TO
INDENTURE DATED AUGUST 30, 2021
EXPAND ENERGY CORPORATION
Ninth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 28, 2024, among Expand Energy Corporation, an Oklahoma corporation formerly known as Chesapeake Energy Corporation (the “Company”) and Regions Bank, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, Southwestern Energy Company, a Delaware corporation (“Southwestern”) has heretofore executed and delivered to the Trustee a base indenture dated as of August 30, 2021 (the “Base Indenture”), as supplemented by that certain: First Supplemental Indenture dated as of August 30, 2021 (the “First Supplemental Indenture”) (governing the issuance of the 5.375% Senior Notes due 2030 (the “2030 Notes”)), Second Supplemental Indenture dated as of September 3, 2021 (the “Second Supplemental Indenture”) (governing the issuance of the 5.375% Senior Notes due 2029 (the “2029 Notes”)) and Fourth Supplemental Indenture dated as of December 22, 2021 (the “Fourth Supplemental Indenture”) (governing the issuance of the 4.750% Senior Notes Due 2032 (the “2032 Notes,” together with the 2030 Notes and the 2029 Notes, the “Notes”)) (the Base Indenture as supplemented by the foregoing supplemental indentures, the “Indenture”);
WHEREAS, on October 1, 2024, in connection with the merger of Southwestern with and into the Company, with the Company continuing as the surviving entity, each subsidiary guarantor set forth on Exhibit A hereto (collectively, the “Released Guarantors”) became party to (or continued as an obligor with respect to):
| (i) | the Indenture, |
| (ii) | the Indenture, dated as of January 23, 2015 by and between the Company (as successor in interest to Southwestern) and Regions Bank (as successor in interest to U.S. Bank National Association) as trustee, governing the issuance of the 4.950% Senior Notes due 2025 (as supplemented, the “2025 Southwestern Indenture”), |
| (iii) | the Indenture, dated as of September 25, 2017 between the Company (as successor in interest to Southwestern) and U.S. Bank National Association as trustee, governing the issuance of the 8.375% Senior Notes due 2028 (as supplemented, the “2028 Southwestern Indenture”), |
| (iv) | the Indenture, dated as of April 7, 2021 among Company (as successor in interest to Vine Energy Holdings LLC, a Delaware limited liability company), the guarantors named therein and Wilmington Trust, National Association, a national banking association, as trustee, governing the issuance of the 6.750% Senior Notes due 2029 (as supplemented, the “2029 Vine Indenture),” and |
| (v) | the Indenture, dated as of February 5, 2021 between the Company (as successor in interest to Chesapeake Escrow Issuer LLC) and Deutsche Bank Trust Company Americas as trustee, governing the issuance of the 5.500% Senior Notes due 2026 and the 5.875% Senior Notes due 2029 (as supplemented, the “2029 Chesapeake Indenture,” together with the Indenture, the 2025 Southwestern Indenture, the 2028 Southwestern Indenture and the 2029 Vine Indenture, the “Expand Indentures”), |
guaranteeing all of the Company’s obligations and duties under each of the Expand Indentures (the “Security Guarantees”).
WHEREAS, Section 7.02 of the First Supplemental Indenture, Second Supplemental Indenture and Fourth Supplemental Indenture, respectively, provides that under certain circumstances each of the Released Guarantors will be released of any obligations under its Security Guarantee (as defined in each applicable Supplemental Indenture), including upon delivery of written notice to the Trustee of the release of all guarantees or other obligations of such Released Guarantor under the Credit Agreement (as defined in each applicable Supplemental Indenture) or any future credit facility or other indebtedness for borrowed money;
WHEREAS, concurrently with the effectiveness of this Supplemental Indenture, each of the Released Guarantors is released from all guarantees and obligations the under the Credit Agreement, dated as of December 9, 2022, among the Company, JPMorgan Chase Bank, N.A., as administrative agent, the lenders from time to time party thereto and any other persons from time to time party thereto;
WHEREAS, concurrently with the effectiveness of this Supplemental Indenture, each of the Released Guarantors is released from all guarantees and obligations under the 2025 Southwestern Indenture, the 2028 Southwestern Indenture, the 2029 Vine Indenture and the 2029 Chesapeake Indenture;
WHEREAS, pursuant to Section 10.06 of the Base Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, the Company has been duly authorized to enter into this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2) Release of Certain Guarantors. Pursuant to Section 7.02 of the First Supplemental Indenture, Second Supplemental Indenture and Fourth Supplemental Indenture, respectively, each of the Released Guarantors is hereby released and relieved of any obligations under its Security Guarantee with respect to the Indenture.
(3) No Recourse Against Others. An incorporator, director, officer, employee, stockholder or controlling Person, as such, of the Company or any Guaranteeing Subsidiary shall not have any liability for any obligations of the Company under the Notes, the Indenture, this Supplemental Indenture or any Security Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.
(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts, which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic (by ‘.pdf’ or other format) transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronically (by ‘.pdf’ or other format) shall be deemed to be their original signatures for all purposes.
(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
(7) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company.
All of the provisions contained in the Indenture in respect of the duties, rights, privileges, immunities, powers and obligations of the Trustee set forth in the Indenture, as heretofore amended and supplemented, shall be applicable in respect of the Notes and this Supplemental Indenture.
(8) Successors. All agreements of the Company in this Supplemental Indenture shall bind their respective successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
(9) Adoption, Ratification and Confirmation. The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
[Signature page to follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| ISSUER: | |||
| EXPAND ENERGY CORPORATION, | |||
| as Issuer and Obligor | |||
| By: | /s/ Mohit Singh | ||
| Name: | Mohit Singh | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
[Signature page to Ninth Supplemental Indenture]
| TRUSTEE: | |||
| Regions Bank, as Trustee | |||
| By: | /s/ Shawn Bednasek | ||
| Name: | Shawn Bednasek | ||
| Title: | Senior Vice President | ||
[Signature page to Ninth Supplemental Indenture]
EXHIBIT A
BRIX FEDERAL LEASING CORPORATION
CHESAPEAKE NG VENTURES CORPORATION
WINTER MOON ENERGY CORPORATION
CHESAPEAKE AEZ EXPLORATION, L.L.C.
CHESAPEAKE APPALACHIA, L.L.C.
CHESAPEAKE E&P HOLDING, L.L.C.
CHESAPEAKE ENERGY LOUISIANA, LLC
CHESAPEAKE ENERGY MARKETING, L.L.C.
CHESAPEAKE EXPLORATION, L.L.C.
CHESAPEAKE LAND DEVELOPMENT COMPANY, L.L.C.
CHESAPEAKE MIDSTREAM DEVELOPMENT, L.L.C.
CHESAPEAKE PLAINS, LLC
CHESAPEAKE ROYALTY, L.L.C.
CHESAPEAKE VRT, L.L.C.
CHESAPEAKE-CLEMENTS ACQUISITION, L.L.C.
COMPASS MANUFACTURING, L.L.C.
EMPRESS, L.L.C.
GSF, L.L.C.
MC LOUISIANA MINERALS, L.L.C.
MC MINERAL COMPANY, L.L.C.
CHESAPEAKE OPERATING, L.L.C.
VINE OIL & GAS PARENT GP LLC
CHESAPEAKE LOUISIANA, L.P.
EMLP, L.L.C.
EMPRESS LOUISIANA PROPERTIES, L.P.
BRIX OPERATING LLC
BRIX OIL & GAS HOLDINGS LP
CHK UTICA, L.L.C.
CYPRESS EXPLORATION & DEVELOPMENT LLC
CYPRESS E&D HOLDINGS, LP
CYPRESS OIL & GAS LLC
RIVIERA 2000 PA, LLC
TWIN HILLS MARCELLUS, LLC
VINE MANAGEMENT SERVICES LLC
VINE MINERALS LLC
CHESAPEAKE MINERALS LLC
VINE ENERGY OPERATING LP
VINE OIL & GAS PARENT LP
VINE OIL & GAS GP LLC
BRIX OIL & GAS HOLDINGS GP LLC
A.W. REALTY COMPANY, LLC
ANGELINA GATHERING COMPANY, L.L.C.
SWN DRILLING COMPANY, LLC
SWN E & P SERVICES, LLC
SWN ENERGY SERVICES COMPANY, LLC
SWN INTERNATIONAL, LLC
SWN MIDSTREAM SERVICES COMPANY, LLC
SWN PRODUCTION COMPANY, LLC
SWN PRODUCTION (LOUISIANA), LLC
SWN WATER RESOURCES COMPANY, LLC
SWN WELL SERVICES, LLC
