FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of January 14, 2021, among TALOS PRODUCTION INC., a Delaware corporation (together with its successors and assigns, the Issuer), the Guarantors and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the Trustee) and as collateral agent (in such capacity, the Collateral Agent).
W I T N E S S E T H:
WHEREAS, the Issuer, the Guarantors, the Trustee and the Collateral Agent are party to an indenture dated as of January 4, 2021 (the Indenture) relating to the Issuers 12.00% Second-Priority Senior Secured Notes due 2026;
WHEREAS, pursuant to and on the date of the Indenture, the Issuer initially issued $500,000,000 aggregate principal amount of its 12.00% Second-Priority Senior Secured Notes due 2026 (the Initial Notes);
WHEREAS, Section 2.01 of the Indenture provides that the Issuer may, from time to time and in accordance therewith, issue Additional Notes under the Indenture, provided that certain terms of the Additional Notes are (a) established in or pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officers Certificate or (ii) established in one or more indentures supplemental to the Indenture, prior to the issuance of such Additional Notes;
WHEREAS, the Issuer wishes to issue an additional $150,000,000 aggregate principal amount of its 12.00% Second-Priority Senior Secured Notes due 2026 as Additional Notes (the New Notes), having terms substantially identical in all material respects to the Initial Notes, and which shall be treated, together with the Initial Notes, as a single issue of securities;
WHEREAS, the Board of Directors has established certain terms of the New Notes pursuant to resolutions of the Board of Directors, a copy of which has been certified by the Secretary of the Issuer and delivered to the Trustee;
WHEREAS, Section 9.01(a) of the Indenture provides that, without the consent of the holders of Notes, the Indenture may be amended or supplemented by the Issuer, the Guarantors, the Trustee and the Collateral Agent to provide for the issuance of Additional Notes in accordance with the provisions of the Indenture; and
WHEREAS, the Issuer desires and has requested the Trustee and the Collateral Agent to enter into this Supplemental Indenture to evidence the issuance of the New Notes.