FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of January 26, 2021 (this Supplemental Indenture), to the Indenture, dated as of February 11, 2020, (the Original Indenture), among Parsley Energy, LLC, a Delaware limited liability company (the Company), Parsley Finance Corp., a Delaware corporation (Finance Corp. and together with the Company, the Issuers), the Guarantors (as defined in the Original Indenture), and U.S. Bank, National Association, as Trustee (the Trustee).
WHEREAS, the Issuers, the Guarantors and the Trustee have executed and delivered the Original Indenture providing for the issuance of the Notes (as defined below);
WHEREAS, the Issuers have issued their 4.125% Senior Notes due 2028 (the Notes) pursuant to the terms, provisions and conditions thereof set forth in the Original Indenture;
WHEREAS, Pioneer Natural Resources Company, a Delaware corporation (Pioneer) and direct or indirect parent of the Issuers, as applicable, has offered to purchase for cash any and all of the outstanding Notes pursuant to the Offer to Purchase for Cash and Consent Solicitation, dated December 30, 2020, of Pioneer Natural Resources Company (the Offer);
WHEREAS, in connection with the Offer, Pioneer has requested that Holders of the Notes deliver their consents (the Consent Solicitation) with respect to the amendments set forth in Article II hereof (collectively, the Amendments);
WHEREAS, Section 9.02 of the Original Indenture provides that the Issuers, the Guarantors and the Trustee may, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes, amend, supplement or waive the Indenture;
WHEREAS, in connection with the Consent Solicitation, the Holders of a majority in aggregate principal amount of the outstanding Notes have duly consented to the Amendments set forth in this Supplemental Indenture in accordance with Section 9.02 of the Original Indenture;
WHEREAS, in connection with this Supplemental Indenture, the Issuers have concurrently herewith delivered to the Trustee an Officers Certificate and an Opinion of Counsel; and
WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture valid and binding have been complied with or performed.
NOW, THEREFORE, for and in consideration of the foregoing premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:
Section 1.01. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Original Indenture has the meaning assigned to such term in the Original Indenture. Each reference to hereof, hereunder, herein and hereby and each other similar reference and each reference to this Indenture and each other similar reference contained in the Original Indenture shall, after this Supplemental Indenture becomes effective, refer to the Original Indenture as amended hereby.