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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/03/21 Civitas Resources, Inc. 8-K:1,2,3,511/01/21 31:2.7M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 112K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 13K 3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 68K 4: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 14K 5: EX-4.1 Instrument Defining the Rights of Security Holders HTML 30K 6: EX-4.2 Instrument Defining the Rights of Security Holders HTML 28K 7: EX-10.1 Material Contract HTML 187K 13: EX-10.10 Material Contract HTML 17K 14: EX-10.11 Material Contract HTML 17K 15: EX-10.13 Material Contract HTML 15K 16: EX-10.15 Material Contract HTML 16K 8: EX-10.2 Material Contract HTML 191K 9: EX-10.5 Material Contract HTML 709K 10: EX-10.7 Material Contract HTML 111K 11: EX-10.8 Material Contract HTML 42K 12: EX-10.9 Material Contract HTML 64K 17: EX-14.1 Code of Ethics HTML 59K 18: EX-23.1 Consent of Expert or Counsel HTML 10K 19: EX-23.2 Consent of Expert or Counsel HTML 9K 20: EX-23.3 Consent of Expert or Counsel HTML 11K 21: EX-23.4 Consent of Expert or Counsel HTML 12K 22: EX-99.1 Miscellaneous Exhibit HTML 20K 27: R1 Document and Entity Information HTML 55K 29: XML IDEA XML File -- Filing Summary XML 20K 26: XML XBRL Instance -- d205905d8k_htm XML 18K 28: EXCEL IDEA Workbook of Financial Reports XLSX 6K 24: EX-101.LAB XBRL Labels -- civi-20211101_lab XML 63K 25: EX-101.PRE XBRL Presentations -- civi-20211101_pre XML 41K 23: EX-101.SCH XBRL Schema -- civi-20211101 XSD 16K 30: JSON XBRL Instance as JSON Data -- MetaLinks 12± 23K 31: ZIP XBRL Zipped Folder -- 0001193125-21-318493-xbrl Zip 364K
EX-4.1 |
Exhibit 4.1
Execution Version
FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture (this “Supplemental Indenture”), dated as of November 1, 2021, among each of the entities listed on Exhibit A attached hereto (collectively, the “Guaranteeing Subsidiaries,” and each a “Guaranteeing Subsidiary”), each a subsidiary of Civitas Resources, Inc. (f/k/a Bonanza Creek Energy, Inc.), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Computershare Trust Company, N.A., as successor trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 13, 2021, providing for the issuance of 5.000% Senior Notes due October 15, 2026 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances a Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally Guarantee all of the Company’s 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 without the consent of Holders of the Notes.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, 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, 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.
4. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture, and each party hereto may sign any number of separate copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
6. EFFECT OF HEADINGS. The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and will in no way modify or restrict any of the terms or provisions 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 Guaranteeing Subsidiaries, the other Guarantors and the Company.
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
COMPANY: | ||
CIVITAS RESOURCES, INC., | ||
By: | ||
Name: Cyrus D. Marter IV | ||
Title: General Counsel and Secretary |
[Signature page to First Supplemental Indenture]
GUARANTEEING SUBSIDIARIES: |
EXTRACTION OIL & GAS, INC. |
RAPTOR CONDOR MERGER SUB 2, LLC |
CRESTONE PEAK RESOURCES GP INC. |
CRESTONE PEAK RESOURCES LP |
CRESTONE PEAK RESOURCES LLC |
CRESTONE PEAK RESOURCES HOLDINGS LLC |
CRESTONE PEAK RESOURCES OPERATING LLC |
CRESTONE PEAK RESOURCES MIDSTREAM LLC |
CRESTONE PEAK RESOURCES ACQUISITION COMPANY I LLC |
COLLEGIATE HOLDINGS LLC |
CRESTONE PEAK RESOURCES WATKINS MIDSTREAM LLC |
CRESTONE PEAK RESOURCES WATKINS HOLDINGS LLC 8 NORTH, LLC 7N, LLC |
TABLE MOUNTAIN RESOURCES, LLC |
NORTHWEST CORRIDOR HOLDINGS, LLC |
XTR MIDSTREAM, LLC |
EXTRACTION FINANCE CORP. |
AXIS EXPLORATION, LLC |
XOG SERVICES, LLC |
MOUNTAINTOP MINERALS, LLC |
By: | ||
Name: Cyrus D. Marter IV | ||
Title: President and Secretary |
[Signature page to First Supplemental Indenture]
EXISTING GUARANTORS: | ||
BONANZA CREEK ENERGY OPERATING COMPANY, LLC | ||
By: Civitas Resources, Inc., as sole member | ||
By: | ||
Name: Cyrus D. Marter IV | ||
Title: General Counsel and Secretary | ||
HIGHPOINT RESOURCES CORPORATION | ||
By: Civitas Resources, Inc., as sole stockholder | ||
By: | ||
Name: Cyrus D. Marter IV | ||
Title: General Counsel and Secretary | ||
ROCKY MOUNTAIN INFRASTRUCTURE, LLC | ||
HOLMES EASTERN COMPANY, LLC | ||
By: Bonanza Creek Energy Operating Company, as sole member | ||
By: Civitas Resources, Inc., as sole member | ||
By: | ||
Name: Cyrus D. Marter IV | ||
Title: General Counsel and Secretary |
[Signature page to First Supplemental Indenture]
HIGHPOINT OPERATING CORPORATION | ||
By: Highpoint Resources Corporation, as sole stockholder | ||
By: Civitas Resources, Inc., as sole stockholder | ||
By: | ||
Name: Cyrus D. Marter IV | ||
Title: General Counsel and Secretary | ||
FIFTH POCKET PRODUCTION, LLC | ||
By: Highpoint Operating Corporation, as sole member | ||
By: Highpoint Resources Corporation, as sole stockholder | ||
By: Civitas Resources, Inc., as sole stockholder | ||
By: | ||
Name: Cyrus D. Marter IV | ||
Title: General Counsel and Secretary |
[Signature page to First Supplemental Indenture]
COMPUTERSHARE TRUST COMPANY, N.A., as Trustee | ||
By: | ||
Name: Karla D. Sjostrom | ||
Title: Vice President |
[Signature page to First Supplemental Indenture]
EXHIBIT A
Additional Guarantors
1. | Crestone Peak Resources GP Inc., a Delaware corporation |
2. | Crestone Peak Resources LP, a Delaware limited partnership |
3. | Crestone Peak Resources LLC, a Delaware limited liability company |
4. | Crestone Peak Resources Holdings LLC, a Delaware limited liability company |
5. | Crestone Peak Resources Operating LLC, a Delaware limited liability company |
6. | Crestone Peak Resources Midstream LLC, a Delaware limited liability company |
7. | Crestone Peak Resources Acquisition Company I LLC, a Delaware limited liability company |
8. | Collegiate Holdings LLC, a Delaware limited liability company |
9. | Crestone Peak Resources Watkins Midstream LLC, a Delaware limited liability company |
10. | Crestone Peak Resources Watkins Holdings LLC, a Delaware limited liability company |
11. | 8 North, LLC, a Delaware limited liability company |
12. | 7N, LLC, a Delaware limited liability company |
13. | Table Mountain Resources, LLC, a Delaware limited liability company |
14. | Northwest Corridor Holdings, LLC, a Delaware limited liability company |
15. | XTR Midstream, LLC, a Delaware limited liability company |
16. | Extraction Finance Corp., a Delaware corporation |
17. | Axis Exploration, LLC, a Delaware limited liability company |
18. | XOG Services, LLC, a Delaware limited liability company |
19. | Mountaintop Minerals, LLC, a Delaware limited liability company |
20. | Extraction Oil & Gas, Inc., a Delaware corporation |
21. | Raptor Condor Merger Sub 2, LLC, a Delaware limited liability company |
[Exhibit A to First Supplemental Indenture - Additional Guarantors]
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
10/15/26 | ||||
Filed on: | 11/3/21 | 8-A12B/A | ||
For Period end: | 11/1/21 | 3, 3/A, 4 | ||
10/13/21 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/08/21 Civitas Resources, Inc. 8-K:1,3,9 6/06/21 14:1.8M Toppan Merrill/FA 5/10/21 Civitas Resources, Inc. 8-K:1,8,9 5/09/21 13:1.5M Toppan Merrill/FA 1/20/21 Extraction Oil & Gas, Inc. 8-K:1,2,3,5 1/20/21 28:4.4M |