EX-4.4 6 d446153dex44.htm EX-4.4 EX-4.4

Exhibit 4.4

Execution Version

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 13, 2023, among Talos Production Inc., a Delaware corporation (the “Issuer”), Energy Ventures GOM LLC, a Delaware limited liability company, EnVen Finance Corporation, a Delaware corporation, EnVen Energy Ventures, LLC, a Louisiana limited liability company, EnVen Energy Ventures Holding, LLC, a Delaware limited liability company, and EnVen Energy Corporation Sub, LLC, a Delaware limited liability company (collectively, the “New Subsidiary Guarantors”), each a subsidiary of the Issuer, and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”) under the indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Issuer, certain Subsidiary Guarantors, the Trustee and the Collateral Agent have heretofore executed an indenture, dated as of January 4, 2021, as amended, supplemented or otherwise modified by that certain First Supplemental Indenture, dated as of January 14, 2021, and that certain Second Supplemental Indenture, dated as of October 27, 2022 (as modified, the “Indenture”), governing the Issuer’s 12.00% Second-Priority Senior Secured Notes due 2026 (the “Notes”);

WHEREAS, Sections 4.11 and 12.07 of the Indenture provide that under certain circumstances the Issuer is required to cause the New Subsidiary Guarantors to execute and deliver to the Trustee and the Collateral Agent a supplemental indenture pursuant to which the New Subsidiary Guarantors shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Collateral Agent and the Issuer are 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 New Subsidiary Guarantors, the Issuer, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee and the Collateral Agent acting on behalf of and for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.

2. Agreement to Guarantee. Each New Subsidiary Guarantor hereby agrees, jointly and severally with all existing Subsidiary Guarantors, to unconditionally guarantee the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.

 

3. Notices. All notices or other communications to the New Subsidiary Guarantors shall be given as provided in Section 13.02 of the Indenture.

4. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

6. Trustee and Collateral Agent Make No Representation. The Trustee and the Collateral Agent make no representation as to the validity or sufficiency of this Supplemental Indenture.

7. 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.

8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

[Remainder of page intentionally left blank.]

 

2

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

 

TALOS PRODUCTION INC.
By:  

/s/ Shannon E. Young III

  Name: Shannon E. Young III
  Title: Executive Vice President and Chief
  Financial Officer

[Signature Page to Third Supplemental Indenture]

ENERGY VENTURES GOM LLC, as a Subsidiary Guarantor
By:  

/s/ Shannon E. Young III

  Name: Shannon E. Young III
  Title:   Executive Vice President and Chief
  Financial Officer
ENVEN FINANCE CORPORATION, as a Subsidiary Guarantor
By:  

/s/ Shannon E. Young III

  Name: Shannon E. Young III
  Title:   Executive Vice President and Chief
  Financial Officer
ENVEN ENERGY VENTURES, LLC, as a Subsidiary Guarantor
By:  

/s/ Shannon E. Young III

  Name: Shannon E. Young III
  Title:   Executive Vice President and Chief
  Financial Officer
ENVEN ENERGY VENTURES HOLDING, LLC, as a Subsidiary Guarantor
By:  

/s/ Shannon E. Young III

  Name: Shannon E. Young III
  Title:   Executive Vice President and Chief
  Financial Officer
ENVEN ENERGY CORPORATION SUB, LLC, as a Subsidiary Guarantor
By:  

/s/ Shannon E. Young III

  Name: Shannon E. Young III
  Title:   Executive Vice President and Chief
  Financial Officer

[Signature Page to Third Supplemental Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
By:  

/s/ Barry D. Somrock

  Name: Barry D. Somrock
  Title:    Vice President
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Collateral Agent
By:  

/s/ Barry D. Somrock

  Name: Barry D. Somrock
  Title:    Vice President

[Signature Page to Third Supplemental Indenture]