Crescent Energy 8K Entry into a Material Definitive Agreement | CRGY 13 Dec 24

Exhibit 4.4

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of December 11, 2024, by and among Crescent Energy Finance LLC, a Delaware limited liability company (the “Issuer”), the Guarantors party hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of the Issuer and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture, dated as of March 26, 2024 (the “Base Indenture”), providing for the issuance of 7.625% Senior Notes due 2032 (the “Existing 2032 Notes”), as supplemented by the first supplemental indenture, dated as of September 3, 2024 (the “First Supplemental Indenture”), and the second supplemental indenture, dated as of November 7, 2024 (the “Second Supplemental Indenture” and, collectively, with the First Supplemental Indenture and the Base Indenture, the “Indenture”);

WHEREAS, Section 2.01(d) of the Indenture provides that Additional Notes ranking pari passu with the Existing 2032 Notes may be created and issued from time to time by the Issuer (subject to the Issuer’s compliance with Section 4.09 of the Indenture) without notice to or consent of the Holders and shall be consolidated with and form a single class with the Existing 2032 Notes and shall have the same terms as to status, redemption or otherwise as the Existing 2032 Notes; and

WHEREAS, the Issuer and the Guarantors desire to execute and deliver this Third Supplemental Indenture for the purpose of issuing $400,000,000 in aggregate principal amount of additional notes, having terms substantially identical in all material respects to the Existing 2032 Notes (the “Additional Notes” and, together with the Existing 2032 Notes, the “Notes”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Third Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties 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)Additional Notes. As of the date hereof, the Issuer will issue, and the Trustee is directed to authenticate and deliver, the Additional Notes under the Indenture having the same terms as the Existing 2032 Notes. The Existing 2032 Notes and the Additional Notes shall be treated as a single class for all purposes under the Indenture. Copies of the Global Notes representing the Additional Notes are attached hereto as Exhibit A.

(3)Governing Law. THIS THIRD SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(4)Counterparts. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Third Supplemental Indenture may be executed in multiple counterparts, which, when taken together, shall constitute one instrument. The exchange of copies of this Third Supplemental

Indenture and of signature pages by facsimile or electronic (by ‘.pdf’ or other format) transmissions shall constitute effective execution and delivery of this Third Supplemental Indenture as to the parties hereto and may be used in lieu of the original Third Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronically (by ‘.pdf’ or other format) shall be deemed to be their original signatures for all purposes.

(5)Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(6)The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Guarantors.

(7)Continued Effect. Except as expressly supplemented and amended by this Third Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as supplemented and amended by this Third Supplemental Indenture) is in all respects hereby ratified and confirmed. This Third Supplemental Indenture and all the terms and conditions of this Third Supplemental Indenture, with respect to the Notes, shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.

The remainder of this page is intentionally left blank.

[Third Supplemental Indenture Signature Page]

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


			CRESCENT ENERGY FINANCE LLC, as Company

			By: Crescent Energy OpCo LLC, its sole member

			By: Crescent Energy Company, its managing member

			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Chief Financial Officer

			INDEPENDENCE MINERALS HOLDINGS LLC, as Guarantor


			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Authorized Person

			INDEPENDENCE MINERALS GP LLC, as Guarantor


			By:			/s/ David Rockecharlie
			Name: David Rockecharlie
			Title: Vice President

			INDEPENDENCE MINERALS L.P., as Guarantor

			By: Independence Minerals GP LLC, its general partner

			By:			/s/ David Rockecharlie
			Name: David Rockecharlie
			Title: Vice President

[Third Supplemental Indenture Signature Page]


			INDEPENDENCE UPSTREAM HOLDINGS GP LLC, as Guarantor


			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Authorized Person

			INDEPENDENCE UPSTREAM HOLDINGS L.P., as Guarantor

			By: Independence Upstream Holdings GP LLC, its general partner

			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Authorized Person

			INDEPENDENCE UPSTREAM GP LLC, as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Vice President

			INDEPENDENCE UPSTREAM L.P., as Guarantor

			By: Independence Upstream GP LLC, its general partner

			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Vice President

			COLT ADMIRAL A HOLDING GP LLC, as Guarantor

			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Authorized Person

[Third Supplemental Indenture Signature Page]


			COLT ADMIRAL A HOLDING L.P., as Guarantor

			By: Colt Admiral A Holding GP LLC, its general partner

			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Authorized Person

			TITAN ENERGY HOLDINGS L.P., as Guarantor

			By: Colt Admiral A Holding GP LLC, its general partner

			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Authorized Person

			EIGF MINERALS GP LLC, as Guarantor


			By:			/s/ David Rockecharlie
			Name: David Rockecharlie
			Title: Vice President

			EIGF MINERALS L.P., as Guarantor

			By: EIGF MINERALS GP LLC, its general partner

			By:			/s/ David Rockecharlie
			Name: David Rockecharlie
			Title: Vice President

[Third Supplemental Indenture Signature Page]


			IE BUFFALO HOLDINGS LLC, as Guarantor


			By:			/s/ David Rockecharlie
			Name: David Rockecharlie
			Title: Vice President

			JAVELIN EF GP LLC, as Guarantor


			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Authorized Person

			JAVELIN EF L.P., as Guarantor

			By: Javelin EF GP LLC, its general partner

			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Authorized Person

			CRESCENT PALO VERDE GP LLC, as Guarantor


			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Authorized Person

			CRESCENT PALO VERDE LP, as Guarantor

			By: Crescent Palo Verde GP LLC, its general partner

			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Authorized Person

[Third Supplemental Indenture Signature Page]


			CRESCENT PALO VERDE AGGREGATOR L.P., as Guarantor

			By: Crescent EFA GP LLC, its general partner

			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Authorized Person

			CRESCENT EFA GP LLC, as Guarantor


			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Authorized Person

			CRESCENT EF AGGREGATOR L.P., as Guarantor

			By: Crescent EFA GP LLC, its general partner

			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Authorized Person

			JAVELIN OIL & GAS, LLC, as Guarantor

			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Authorized Person

			CRESCENT EFA HOLDINGS LLC, as Guarantor

			By: Javelin Oil & Gas, LLC, its sole member

			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Authorized Person

[Third Supplemental Indenture Signature Page]


			CRESCENT ENERGY MARKETING, LLC, as Guarantor


			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Authorized Person

			SPRINGFIELD GS HOLDINGS LLC, as Guarantor

			By: Javelin EF L.P., its sole member

			By: Javelin EF GP LLC, its general partner

			By:			/s/ Brandi Kendall
			Name: Brandi Kendall
			Title: Authorized Person

			VINE ROYALTY GP LLC, as Guarantor


			By:			/s/ David Rockecharlie
			Name: David Rockecharlie
			Title: Vice President

			VINE ROYALTY L.P., as Guarantor

			By: Vine Royalty GP LLC, its general partner

			By:			/s/ David Rockecharlie
			Name: David Rockecharlie
			Title: Vice President

			CONTANGO CRESCENT RENEE LLC, as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Senior Vice President

[Third Supplemental Indenture Signature Page]


			RENEE ACQUISITION LLC, as Guarantor


			By:			/s/ David Rockecharlie
			Name: David Rockecharlie
			Title: Vice President

			CMP LEGACY CO. LLC, as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Vice President, Finance

			DMA ROYALTY INVESTMENTS L.P., as Guarantor

			By: Independence Minerals GP LLC, its general partner

			By:			/s/ David Rockecharlie
			Name: David Rockecharlie
			Title: Vice President

			FALCON HOLDING L.P., as Guarantor

			By: Independence Minerals GP LLC, its general partner

			By:			/s/ David Rockecharlie
			Name: David Rockecharlie
			Title: Vice President

			MINERAL ACQUISITION COMPANY I, L.P., as Guarantor

			By: Independence Minerals GP LLC, its general partner

			By:			/s/ David Rockecharlie
			Name: David Rockecharlie
			Title: Vice President

[Third Supplemental Indenture Signature Page]


			NEWARK HOLDING AGENT CORP., as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Authorized Person

			IE L MERGER SUB LLC, as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Senior Vice President

			CONTANGO RESOURCES, LLC, as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Senior Vice President

			CONTANGO MIDSTREAM COMPANY, LLC, as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Senior Vice President

			CONTARO COMPANY, LLC, as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Senior Vice President

[Third Supplemental Indenture Signature Page]


			CONTANGO ALTA INVESTMENTS, LLC, as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Senior Vice President

			CONTANGO AGENTCO ONSHORE, INC., as Guarantor


			By:			/s/ Charles L. McLawhorn, III
			Name: Charles L. McLawhorn, III
			Title: General Counsel

			FOURPASS ENERGY LLC, as Guarantor

			By: Crescent Energy Finance LLC, its sole member

			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Chief Accounting Officer

			CMP VENTURE CO. LLC, as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Vice President, Finance

			CONTANGO CRESCENT VENTURECO I LLC, as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Senior Vice President

[Third Supplemental Indenture Signature Page]


			IE BUFFALO MINERALS LLC, as Guarantor

			By: IE Buffalo Holdings, LLC, its managing member

			By:			/s/ David Rockecharlie
			Name: David Rockecharlie
			Title: Vice President

			NEWARK C-I HOLDING L.P., as Guarantor

			By: Crescent EFA GP LLC

			By:			/s/ David Rockecharlie
			Name: David Rockecharlie
			Title: Vice President

			NEWARK ACQUISITION GP I LLC, as Guarantor


			By:			/s/ David Rockecharlie
			Name: David Rockecharlie
			Title: Vice President

			NEWARK ACQUISITION I L.P., as Guarantor

			By: Newark Acquisition GP I LLC, its general partner

			By:			/s/ David Rockecharlie
			Name: David Rockecharlie
			Title: Vice President

			RENEE HOLDING GP LLC, as Guarantor

			By:			/s/ David Rockecharlie
			Name: David Rockecharlie
			Title: Vice President

[Third Supplemental Indenture Signature Page]


			RENEE C-I HOLDING L.P., as Guarantor

			By: Renee Holding GP LLC, its general partner

			By:			/s/ David Rockecharlie
			Name: David Rockecharlie
			Title: Vice President

			BRIDGE ENERGY HOLDINGS LLC, as Guarantor


			By:			/s/ Randall Breitenbach
			Name: Randall Breitenbach
			Title: President

			BRIDGE ENERGY LLC, as Guarantor

			By: Bridge Energy Holdings LLC, its sole member

			By:			/s/ Randall Breitenbach
			Name: Randall Breitenbach
			Title: President

			RENEE C-I HOLDING AGENT CORP., as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Authorized Person

			CRESCENT CONVENTIONAL LLC, as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Vice President, Finance

[Third Supplemental Indenture Signature Page]


			MADDEN ASSETCO LLC, as Guarantor

			By: Contango Crescent VentureCo I LLC, its sole member

			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Senior Vice President

			MADDEN AGENTCO INC., as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Senior Vice President

			JAVELIN VENTURECO, LLC, as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Vice President, Finance

			CRESCENT UINTA, LLC, as Guarantor

			By: Javelin VentureCo, LLC, its sole member


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Vice President, Finance

			ARTEMIS MERGER SUB II LLC, as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Senior Vice President

[Third Supplemental Indenture Signature Page]


			SILVERBOW AGENTCO INC., as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Senior Vice President

			SILVERBOW RESOURCES OPERATING, LLC, as Guarantor

			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Senior Vice President

			CRESCENT GLADIATOR LLC, as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Vice President, Finance

			CRESCENT ENERGY SERVICES LLC, as Guarantor


			By:			/s/ Todd Falk
			Name: Todd Falk
			Title: Vice President, Finance

[Third Supplemental Indenture Signature Page]


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee


By:	/s/ Brian T. Jensen
	Name:	Brian T. Jensen
	Title:	Vice President

[Third Supplemental Indenture Signature Page]

Crescent Energy (CRGY) 8-KEntry into a Material Definitive Agreement