Exhibit



Exhibit 4.12



SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 15, 2020, among Jagged Peak Energy LLC, a Delaware limited liability company, and SoDe Water LLC, a Delaware limited liability company (each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each 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 February 13, 2017, as supplemented by the First Supplemental Indenture thereto, dated as of April 20, 2017 (the “Indenture”), providing for the issuance of 5.250% Senior Notes due August 15, 2025 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each 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, each 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. 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, 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 


1







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. Each signed copy shall be an original, but all of them together represent the same agreement.
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 Subsidiaries, the other Guarantors and the Issuers.




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: January 15, 2020
	
			
	GUARANTEEING SUBSIDIARIES:



	 
	 
	 

	JAGGED PEAK ENERGY LLC

	 
	 
	 

	By:
	Parsley Energy, LLC, its sole member

	 
	 

	By:
	/s/ Ryan Dalton 

	Name:
	Ryan Dalton

	Title:
	Executive Vice President—Chief Financial Officer


	 
	 
	 

	 
	 
	 

	SODE WATER LLC

	 
	 
	 

	By:
	Jagged Peak Energy LLC, its sole member

	 
	 

	By:
	Parsley Energy, LLC, its sole member

	 
	 

	By:
	/s/ Ryan Dalton 

	Name:
	Ryan Dalton

	Title:
	Executive Vice President—Chief Financial Officer


	 
	 
	 

	ISSUERS:

	 

	PARSLEY ENERGY, LLC

	 
	 

	By:
	/s/ Ryan Dalton 

	Name:
	Ryan Dalton

	Title:
	Executive Vice President—Chief Financial Officer



	 
	 
	 

	PARSLEY FINANCE CORP.

	 
	 
	 

	By:
	/s/ Ryan Dalton 

	Name:
	Ryan Dalton

	Title:
	Executive Vice President—Chief Financial Officer










Signature Page to Second Supplemental Indenture
5.250% Senior Notes due 2025







	
			
	GUARANTORS:



	 
	 
	 

	PARSLEY ADMINISTRATION, LLC

	 
	 
	 

	By:
	/s/ Ryan Dalton 

	Name:
	Ryan Dalton

	Title:
	Executive Vice President—Chief Financial Officer


	 
	 
	 

	 
	 
	 

	PARSLEY ENERGY OPERATIONS, LLC

	 
	 
	 

	By:
	/s/ Ryan Dalton 

	Name:
	Ryan Dalton

	Title:
	Executive Vice President—Chief Financial Officer


	 
	 
	 

	 
	 
	 

	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



	 
	 
	 

	PARSLEY MINERALS, LLC

	 
	 
	 

	By:
	/s/ Ryan Dalton 

	Name:
	Ryan Dalton

	Title:
	Executive Vice President—Chief Financial Officer



	 
	 
	 

	PARSLEY GP, LLC

	 
	 
	 

	By:
	/s/ Ryan Dalton 

	Name:
	Ryan Dalton

	Title:
	Executive Vice President—Chief Financial Officer



	 
	 
	 

	PARSLEY DE LONE STAR LLC

	 
	 
	 

	By:
	/s/ Ryan Dalton 

	Name:
	Ryan Dalton

	Title:
	Executive Vice President—Chief Financial Officer








Signature Page to Second Supplemental Indenture
5.250% Senior Notes due 2025







	
			
	PARSLEY DE OPERATING LLC

	 
	 
	 

	By:
	/s/ Ryan Dalton 

	Name:
	Ryan Dalton

	Title:
	Executive Vice President—Chief Financial Officer


	 
	 
	 

	 
	 
	 

	PARSLEY VERITAS ENERGY PARTNERS, LLC

	 
	 
	 

	By:
	/s/ Ryan Dalton 

	Name:
	Ryan Dalton

	Title:
	Executive Vice President—Chief Financial Officer


	 
	 
	 

	 
	 
	 

	PARSLEY NOVUS LAND SERVICES LLC

	 
	 

	By:
	/s/ Ryan Dalton 

	Name:
	Ryan Dalton

	Title:
	Executive Vice President—Chief Financial Officer










Signature Page to Second Supplemental Indenture
5.250% Senior Notes due 2025








	
			
	TRUSTEE:
	 

	 
	 
	 

	U.S. BANK NATIONAL ASSOCIATION

	 
	 
	 

	By:
	/s/ Michael K. Herberger 

	Name:
	Michael K. Herberger

	Title:
	Vice President








Signature Page to Second Supplemental Indenture
5.250% Senior Notes due 2025