wrd-ex46_403.htm



Exhibit 4.6

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 30, 2017 among WHR Eagle Ford LLC (the “Guaranteeing Subsidiary”), a subsidiary of WildHorse Resource Development Corporation, a Delaware corporation (the “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 Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of February 1, 2017 providing for the issuance of 6.875% Senior Notes due 2025 (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 Issuer’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. 

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 Issuer 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. GUARANTEE. The Guaranteeing Subsidiary hereby unconditionally Guarantees all of the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture including but not limited to Article 10 thereof. 

3. NO RECOURSE AGAINST OTHERS. No director, officer, partner, employee, incorporator, manager or unitholder or other owner of Capital Stock of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer 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 SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

5. 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. 

 

US 5112785v.2



 

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction 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 Subsidiary, the other Guarantors and the Issuer. 

 

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. 

Dated: June 30, 2017

 


	
WHR EAGLE FORD LLC

	
 
	
 

	
By:
	
/s/ Andrew J. Cozby

	
 
	
Name: Andrew J. Cozby

	
 
	
Title: Executive Vice President and Chief

	
 
	
Financial Officer

	
 
	
 

	
WILDHORSE RESOURCE DEVELOPMENT

	
CORPORATION

	
 
	
 

	
By:
	
/s/ Andrew J. Cozby

	
 
	
Name: Andrew J. Cozby

	
 
	
Title:




 


	
WILDHORSE RESOURCES II, LLC,

	
 
	
 

	
 
	
By: WildHorse Resource Development

	
 
	
Corporation, its sole member

	
 

	
ESQUISTO RESOURCES II, LLC,

	
 
	
 

	
 
	
By: WildHorse Resource Development

	
 
	
Corporation, its sole member

	
 

	
WHE ACQCO., LLC,

	
 
	
 

	
 
	
By: WildHorse Resource Development

	
 
	
Corporation, its sole member

	
 
	
 

	
By:
	
/s/ Andrew J. Cozby

	
Name: 
	
Andrew J. Cozby

	
Title:
	
Executive Vice President and Chief

	
 
	
Financial Officer




 

 

Signature Page to First Supplemental Indenture



 


	
WILDHORSE RESOURCES MANAGEMENT

	
COMPANY, LLC,

	
 
	
 

	
 
	
By: WildHorse Resources II, LLC, its sole

	
 
	
member,

	
 
	
 
	
By:WildHorse Resource

	
 
	
 
	
Development Corporation, its sole

	
 
	
 
	
member

	
 

	
OAKFIELD ENERGY LLC,

	
 
	
 

	
 
	
By: WildHorse Resources II, LLC, its sole

	
 
	
member,

	
 
	
 
	
By: WildHorse Resource

	
 
	
 
	
Development Corporation, its sole

	
 
	
 
	
member




 


	
By:
	
/s/ Andrew J. Cozby

	
Name: 
	
Andrew J. Cozby

	
Title:
	
Executive Vice President and Chief

	
 
	
Financial Officer




 


	
PETROMAX E&P BURLESON, LLC,

	
 
	
 

	
 
	
By: Esquisto Resources II, LLC, its sole

	
 
	
member,

	
 
	
 
	
By:WildHorse Resource

	
 
	
 
	
Development Corporation, its sole

	
 
	
 
	
member




 


	
By:
	
/s/ Andrew J. Cozby

	
Name: 
	
Andrew J. Cozby

	
Title:
	
Executive Vice President and Chief

	
 
	
Financial Officer




 


	
BURLESON WATER RESOURCES, LLC,

	
 
	
 

	
 
	
By: Esquisto Resources II, LLC, its sole

	
 
	
member,

	
 
	
 
	
By: WildHorse Resource

	
 
	
 
	
Development Corporation, its sole

	
 
	
 
	
member




 

Signature Page to First Supplemental Indenture

 



 


	
U.S. BANK NATIONAL ASSOCIATION,

	
As Trustee

	
 
	
 

	
By:
	
/s/ Steven Finklea

	
 
	
Name: Steven Finklea

	
 
	
Title: Vice President




 

 

Signature Page to First Supplemental Indenture