Exhibit



Exhibit 4.5



SECOND SUPPLEMENTAL INDENTURE 

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 27, 2016, among Parsley GP, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), an indirect subsidiary of Parsley Energy, LLC, a Delaware limited liability company (the “Company”), the Company, Parsley Finance Corp., a Delaware corporation (“Finance Corp.” and together with the Company, the “Issuers” and each individually an “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an Indenture, dated as of May 27, 2016, as supplemented by the First Supplemental Indenture thereto, dated as of August 18, 2016 (the “Indenture”), providing for the issuance of 6.250% Senior Notes due June 1, 2024 (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 unconditionally Guarantee all of the Issuers’ 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.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, the other Guarantors, the Issuers 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.  The 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, partner, employee, incorporator or unitholder or other owner of Capital Stock of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers 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.  
5.    NEW YORK LAW TO GOVERN.  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.


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6.    COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
7.    EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.
8.    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 Subsidiary, the other Guarantors and the Issuers.




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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.
Dated:  October 27, 2016 
	
				
	 
	 
	GUARANTEEING SUBSIDIARY:

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	PARSLEY GP, LLC

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	By:
	 /s/ Bryan Sheffield            

	 
	 
	 
	Name: Bryan Sheffield

	 
	 
	 
	Title: President and Chief Executive Officer

	 
	 
	 
	 

	 
	 
	ISSUERS:

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	PARSLEY ENERGY, LLC

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	By:
	 /s/ Bryan Sheffield            

	 
	 
	 
	Name: Bryan Sheffield

	 
	 
	 
	Title: Chief Executive Officer

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	PARSLEY FINANCE CORP.

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	By:
	 /s/ Bryan Sheffield            

	 
	 
	 
	Name: Bryan Sheffield

	 
	 
	 
	Title: Chief Executive Officer

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	GUARANTORS:

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	PARSLEY ENERGY AVIATION, LLC

	 
	 
	 
	 

	 
	 
	By:
	 /s/ Bryan Sheffield            

	 
	 
	 
	Name: Bryan Sheffield

	 
	 
	 
	Title: Manager

















	
				
	 
	 
	PARSLEY ENERGY MANAGEMENT, LLC

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	By:
	 /s/ Bryan Sheffield            

	 
	 
	 
	Name: Bryan Sheffield

	 
	 
	 
	Title: Manager

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	PARSLEY ENERGY, L.P.

	 
	 
	 
	 

	 
	 
	By:
	Parsley Energy Management, LLC its

	 
	 
	 
	general partner

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	By:
	 /s/ Bryan Sheffield            

	 
	 
	 
	Name: Bryan Sheffield

	 
	 
	 
	Title: Manager

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	PARSLEY ENERGY OPERATIONS, LLC

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	By:
	 /s/ Bryan Sheffield            

	 
	 
	 
	Name: Bryan Sheffield

	 
	 
	 
	Title: Manager

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	PARSLEY MINERALS, LLC

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	By:
	 /s/ Bryan Sheffield            

	 
	 
	 
	Name: Bryan Sheffield

	 
	 
	 
	Title: Manager













	
				
	 
	 
	TRUSTEE:

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	U.S. BANK NATIONAL ASSOCIATION, as

	 
	 
	Trustee

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	By:
	 /s/ Shazia Flores            

	 
	 
	 
	Authorized Signatory