Exhibit 4.2.1

 

FIRST SUPPLEMENTAL INDENTURE

 

dated as of January 5, 2017

 

among

 

PDC ENERGY, INC.,

 

PDC PERMIAN, INC.

 

and

 

U.S. BANK NATIONAL ASSOCIATION,
 as Trustee

 

7.750% Senior Notes due 2022

 

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of January 5, 2017, among PDC ENERGY, INC., a Delaware corporation (the “Company”), PDC PERMIAN, INC., a Delaware corporation (the “New Subsidiary Guarantor”) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).

 

RECITALS

 

WHEREAS, the Company and the Trustee entered into the Indenture, dated as of October 3, 2012 (the “Indenture”), relating to the Company’s 7.750% Senior Notes due 2022 (the “Notes”);

 

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause certain Domestic Restricted Subsidiaries to provide Subsidiary Guarantees in certain circumstances.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

 

Section 1.  Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

 

Section 2.  The New Subsidiary Guarantor, by its execution of this Supplemental Indenture, agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 10 thereof.

 

Section 3.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

 

Section 4.  This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

 











 

Section 5.  This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

 

Section 6.  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 Subsidiary Guarantor and the Company.

 

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

 

	
 
    	
PDC ENERGY, INC., as   the Company
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nicole Martinet
    
	
 
    	
 
    	
Name: 
    	
Nicole Martinet
    
	
 
    	
 
    	
Title:
    	
Vice President and   Associate General
    
	
 
    	
 
    	
 
    	
Counsel
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
PDC PERMIAN, INC.,   as New Subsidiary Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ronald Wirth
    
	
 
    	
 
    	
Name: 
    	
Ronald Wirth
    
	
 
    	
 
    	
Title: 
    	
Vice President —   Finance
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
U.S. BANK NATIONAL   ASSOCIATION, as Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Leland Hansen
    
	
 
    	
 
    	
Name: 
    	
Leland Hansen
    
	
 
    	
 
    	
Title:
    	
Vice President
    


 

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