EX-10.2


 Exhibit 10.2 

Execution Version 
  

 
  

SECOND AMENDMENT 
 TO

 CREDIT AGREEMENT 

Dated as of April 11, 2017 

Among 
 PARSLEY ENERGY,
LLC, 
 as Borrower, 

PARSLEY ENERGY, INC., 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Administrative Agent, 

JPMORGAN CHASE BANK, N.A., 

as Syndication Agent, 

BMO HARRIS BANK, N.A., 

as Documentation Agent, 

and 
 The Lenders Party
Thereto 
  
  

WELLS FARGO SECURITIES, LLC 

Sole Lead Arranger and Sole Bookrunner 
  

 
  

 
  






 SECOND AMENDMENT TO CREDIT AGREEMENT 

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) dated as of April 11, 2017, is among Parsley
Energy, LLC, a Delaware limited liability company (the “Borrower”); Parsley Energy, Inc., a Delaware corporation (“PEI”), each of the undersigned guarantors (the “Guarantors”, and together with the
Borrower, the “Obligors”); each of the Lenders party hereto; and Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity,
together with its successors in such capacity, the “Administrative Agent”). 
 R E C I T A L S 

A.    The Borrower, PEI, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of
October 28, 2016 (as amended, modified, supplemented or restated from time to time prior to the date hereof, the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the
Borrower. 
 B.    The Borrower has requested and the Administrative Agent and the Lenders party hereto have agreed to
amend the Credit Agreement, subject to the terms and conditions of this Second Amendment. 
 C.    NOW, THEREFORE, to
induce the Administrative Agent and the Lenders to enter into this Second Amendment and in consideration of the promises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: 
 Section 1.    Defined Terms. Each capitalized term
used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Second Amendment (unless otherwise indicated). Unless otherwise indicated, all section references in this Second Amendment refer
to sections of the Credit Agreement. 
 Section 2.    Amendments to Credit Agreement. 

2.1    Amendments to Section 1.02 – Certain Defined Terms. 

(a)    The following definitions are hereby amended and restated in their entirety to read as follows: 

“Agreement” means this Credit Agreement, including any schedules and exhibits hereto, as amended by the First
Amendment and the Second Amendment, and as the same may from time to time be amended, modified, supplemented or restated. 

“LC Commitment” at any time means Ten Million dollars ($10,000,000). 

  
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 (b)    The following definition is hereby added where
alphabetically appropriate to read as follows: 
 “Second Amendment” means that certain Second Amendment to
Credit Agreement, dated as of April 11, 2017, among the Borrower, PEI, the Guarantors, the Administrative Agent and the Lenders party thereto. 

Section 3.    Conditions of Effectiveness. This Second Amendment will become effective on the date on which
each of the following conditions precedent are satisfied or waived (the “Second Amendment Effective Date”): 

(a)    The Administrative Agent shall have received from the Borrower, PEI, each Guarantor, the Issuing Bank and the
Majority Lenders, counterparts (in such number as may be requested by the Administrative Agent) of this Second Amendment signed on behalf of such Person. 

(b)    No Default or Event of Default shall have occurred and be continuing as of the Second Amendment Effective Date.

 (c)    The Administrative Agent shall have received such other documents as the Administrative Agent or its special
counsel may reasonably require. 
 The Administrative Agent is hereby authorized and directed to declare this Second Amendment to be
effective when it has received documents confirming compliance with the conditions set forth in this Section 3 or the waiver of such conditions as agreed to by the Majority Lenders. Such declaration shall be final, conclusive and binding upon
all parties to the Credit Agreement for all purposes. 
 Section 4.    Miscellaneous. 

(a)    Confirmation. The provisions of the Credit Agreement, as amended by this Second Amendment, shall remain in
full force and effect following the effectiveness of this Second Amendment. 
 (b)    Ratification and Affirmation;
Representations and Warranties. Each of PEI and each Obligor hereby: (a) acknowledges the terms of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability
under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby; (c) agrees that from and after the Second Amendment Effective Date
each reference to the Credit Agreement in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Second Amendment; and (d) represents and warrants to the Lenders that as of the date hereof, after
giving effect to the terms of this Second Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any representation and warranty
that is qualified by materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to
be true and correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) as of such specified earlier date, (ii) no Default or Event of Default has
occurred and is continuing and (iii) no event, development or circumstance has occurred or exists that has resulted in, or could reasonably be expected to have, a Material Adverse Effect. 

  
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 (c)    Counterparts. This Second Amendment may be executed by one or
more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Second
Amendment by telecopy, facsimile, as an attachment to an email or other similar electronic means shall be effective as delivery of a manually executed counterpart of this Second Amendment. 

(d)    NO ORAL AGREEMENT. THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN
CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE
PARTIES. 
 (e)    GOVERNING LAW. THIS SECOND AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND
ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. 

(f)    Loan Document. This Second Amendment is a “Loan Document” as defined and described in the Credit
Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto. 

(g)    Payment of Expenses. In accordance with Section 12.03, the Borrower agrees to pay or reimburse the
Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Second Amendment, any other documents
prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 

(h)    Severability. Any provision of this Second Amendment which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 
 (i)    Successors and Assigns.
This Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and
delivered by their proper and duly authorized officer(s) as of the day and year first above written. 
  

							
	BORROWER:	 		 	PARSLEY ENERGY, LLC
				
		 		 	By:	 	 /s/ Ryan Dalton

		 		 	Name:	 	Ryan Dalton
		 		 	Title:	 	Executive Vice President – Chief Financial Officer
				
	PEI:	 		 		 	
			
		 		 	PARSLEY ENERGY, INC.
				
		 		 	By:	 	 /s/ Ryan Dalton

		 		 	Name:	 	Ryan Dalton
		 		 	Title:	 	Executive Vice President – Chief Financial Officer
			
	GUARANTOR:	 		 	PARSLEY GP, LLC
				
		 		 	By:	 	 /s/ Ryan Dalton

		 		 	Name:	 	Ryan Dalton
		 		 	Title:	 	Executive Vice President – Chief Financial Officer
			
	GUARANTOR:	 		 	PARSLEY ENERGY, L.P.
				
		 		 	BY:	 	PARSLEY GP, LLC, its general partner
				
		 		 	By:	 	 /s/ Ryan Dalton

		 		 	Name:	 	Ryan Dalton
		 		 	Title:	 	Executive Vice President – Chief Financial Officer


  
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	GUARANTOR:	 	PARSLEY ENERGY OPERATIONS, LLC
			
		 	By:	 	 /s/ Ryan Dalton

		 	Name:	 	Ryan Dalton
		 	Title:	 	Executive Vice President – Chief Financial Officer
		
	GUARANTOR:	 	PARSLEY ENERGY AVIATION, LLC
			
		 	By:	 	 /s/ Ryan Dalton

		 	Name:	 	Ryan Dalton
		 	Title:	 	Executive Vice President – Chief Financial Officer
		
	GUARANTOR:	 	PARSLEY MINERALS, LLC
			
		 	By:	 	 /s/ Ryan Dalton

		 	Name:	 	Ryan Dalton
		 	Title:	 	Executive Vice President – Chief Financial Officer
		
	GUARANTOR:	 	PARSLEY FINANCE CORP.
			
		 	By:	 	 /s/ Ryan Dalton

		 	Name:	 	Ryan Dalton
		 	Title:	 	Executive Vice President – Chief Financial Officer


  
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	ADMINISTRATIVE AGENT, ISSUING BANK AND LENDER:	 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION
				
		 		 	By:	 	 /s/ Matthew Denkler

		 		 	Name:	 	Matthew Denkler
		 		 	Title:	 	Vice President


  
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	LENDER:	 		 	JPMORGAN CHASE BANK, N.A.
				
		 		 	By:	 	 /s/ Greg Determann

		 		 	Name:	 	Greg Determann
		 		 	Title:	 	Managing Director


  
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	LENDER:	 		 	BMO HARRIS BANK, N.A.
				
		 		 	By:	 	 /s/ Matthew L. Davis

		 		 	Name:	 	Matthew L. Davis
		 		 	Title:	 	Vice President


  
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	LENDER:	 		 	MORGAN STANLEY BANK, N.A.
				
		 		 	By:	 	 /s/ Patrick Layton

		 		 	Name:	 	Patrick Layton
		 		 	Title:	 	Authorized Signatory
			
	LENDER:	 		 	MORGAN STANLEY SENIOR FUNDING, INC.
				
		 		 	By:	 	 /s/ Patrick Layton

		 		 	Name:	 	Patrick Layton
		 		 	Title:	 	Vice President    


  
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	LENDER:	 		 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
				
		 		 	By:	 	 /s/ Nupur Kumar

		 		 	Name:	 	Nupur Kumar
		 		 	Title:	 	Authorized Signatory
				
		 		 	By:	 	 /s/ Lea Baerlocher

		 		 	Name:	 	Lea Baerlocher
		 		 	Title:	 	Authorized Signatory


  
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	LENDER:	 		 	BOKF NA DBA BANK OF TEXAS
				
		 		 	By:	 	 /s/ Colin Watson

		 		 	Name:	 	Colin Watson
		 		 	Title:	 	Senior Vice President


  
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	LENDER:	 		 	FROST BANK, A TEXAS STATE BANK
				
		 		 	By:	 	 /s/ Jack Herndon

		 		 	Name:	 	Jack Herndon
		 		 	Title:	 	Senior Vice President


  
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	LENDER:	 		 	ROYAL BANK OF CANADA
				
		 		 	By:	 	 /s/ Kristan Spivey

		 		 	Name:	 	Kristan Spivey
		 		 	Title:	 	Authorized Signatory


  
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	LENDER:	 		 	U.S. BANK NATIONAL ASSOCIATION
				
		 		 	By:	 	 /s/ Nicholas T. Hanford

		 		 	Name:	 	Nicholas T. Hanford
		 		 	Title:	 	Vice President


  
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	LENDER:	 		 	THE BANK OF NOVA SCOTIA
				
		 		 	By:	 	 /s/ Alan Dawson

		 		 	Name:	 	Alan Dawson
		 		 	Title:	 	Director


  
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	LENDER:	 		 	COMPASS BANK
				
		 		 	By:	 	 /s/ Kari McDaniel

		 		 	Name:	 	Kari McDaniel
		 		 	Title:	 	Vice President


  
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