First Supplemental Indenture (7.25% Senior Secured First Lien Notes due 2023), dated as of April 3, 2018 among Sanchez Energy Corporation, the guarantors party thereto, Delaware Trust Company, as trustee and Royal Bank of Canada, as collateral trustee

Exhibit 4.3

Execution Version

SANCHEZ ENERGY CORPORATION

AND

THE GUARANTORS NAMED HEREIN

7.25% SENIOR SECURED FIRST LIEN NOTES DUE 2023

FIRST SUPPLEMENTAL INDENTURE

DATED AS OF APRIL 3, 2018,      

DELAWARE TRUST COMPANY,

AS TRUSTEE

AND

ROYAL BANK OF CANADA,

AS COLLATERAL TRUSTEE

This FIRST SUPPLEMENTAL INDENTURE, dated as of April 3, 2018, (this “First Supplemental Indenture”) is among Sanchez Energy Corporation, a Delaware corporation (the “Company”), SN Payables, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), which is a subsidiary of the Company, each of the existing Guarantors (as defined in the Indenture referred to below) and Delaware Trust Company, a Delaware state chartered trust company, as Trustee.

RECITALS

WHEREAS, the Company and the Trustee entered into an Indenture, dated as of February 14, 2018 (the “Indenture”), pursuant to which the Company has issued 7.25% Senior Secured First Lien Notes due 2023 (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 the Guaranteeing Subsidiary shall become a Guarantor (as defined in the Indenture);

WHEREAS, Section 9.01(g) of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture in order to add any additional Guarantor with respect to the Notes, without the consent of the Holders of the Notes; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Articles of Incorporation and the Bylaws (or comparable constituent documents) of the Company, of the Guarantors and of the Trustee necessary to make this First Supplemental Indenture a valid instrument legally binding on the Company, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed.

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Guaranteeing Subsidiary, the other Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

Indenture.  The Guaranteeing Subsidiary agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

[Signatures on following pages]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first written above.