SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEE
SUPPLEMENTAL INDENTURE, dated as of October 6, 2021 (this Supplemental Indenture), is among Penn Virginia Holdings, LLC, a Delaware limited liability company, as successor by way of merger with Penn Virginia Escrow LLC (the Company), each of the parties identified under the caption Subsequent Guarantors on the signature pages hereto (each a Guaranteeing Subsidiary), each a subsidiary of the Company, the other Guarantors (as defined in the Indenture referred to herein) and Citibank, N.A., as trustee under the Indenture referred to below (the Trustee).
W I T N E S S E T H
WHEREAS, Penn Virginia Escrow LLC, as issuer (the Escrow Issuer), and the Trustee entered into an Indenture, dated as of August 10, 2021 (as amended and supplemented from time to time, the Indenture), pursuant to which the Escrow Issuer initially issued $400,000,000 in principal amount of senior unsecured notes due 2026 (the Notes);
WHEREAS, on the date of the consummation of the Lonestar Merger (as defined in the Indenture), the Escrow Issuer merged with and into the Company as the surviving entity of such merger, and the Company assumed all obligations of the Escrow Issuer as Company under the Indenture and the Notes;
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally Guarantee all of the Companys Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the Note Guarantee); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary, the other Guarantors, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
3. NO RECOURSE AGAINST OTHERS. No director, manager, officer, member, partner, employee, incorporator or unitholder or other owner of Capital Stock of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture or the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.