Material Agreement Form 8 K

Coterra Energy Inc. (the "Company") closed its previously announced registered public offering of $750,000,000 aggregate principal amount of its 5.40% senior notes due 2035 (the "2035 Notes") and $750,000,000 aggregate principal amount of its 5.90% senior notes due 2055 (the "2055 Notes" and, together with the 2035 Notes, the "Notes") on December 17, 2024. The 2035 Notes will mature on February 15, 2035, and the 2055 Notes will mature on February 15, 2055. The Notes were issued pursuant to an indenture, dated as of October 7, 2021 (the "Base Indenture"), by and between the Company, as issuer, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the "Trustee"), as supplemented and amended by a third supplemental indenture, dated as of December 17, 2024 (the "Third Supplemental Indenture"), by and between the Company and the Trustee.

The Notes are the Company's senior unsecured obligations and rank senior in right of payment to all of the Company's future indebtedness that is expressly subordinated in right of payment to the Notes and equally in right of payment with all of the Company's existing and future senior indebtedness that is not subordinated. The Notes are structurally subordinated to all indebtedness of the Company's subsidiaries and effectively subordinated to any of the Company's future secured indebtedness to the extent of the value of the collateral securing such indebtedness.

If  (A)(i) the consummation of the Company's pending acquisition of all of the issued and outstanding equity ownership interests of certain affiliates of Franklin Mountain Energy Holdings, LP, a Delaware limited partnership ("Franklin Mountain Energy" and, such pending acquisition, the "Franklin Mountain Energy Transaction"), does not occur on or before the later of  (a) the date that is ten business days after February 26, 2025 and (b) the date that is ten business days after the date to which the target closing date under the purchase agreement governing such acquisition (the "Franklin Mountain Energy Purchase Agreement") may be extended (such later date, the "Franklin Mountain Energy Outside Date"), (ii) prior to the Franklin Mountain Energy Outside Date, the Franklin Mountain Energy Purchase Agreement is terminated or (iii) the Company otherwise notifies the Trustee in writing that it will not pursue the consummation of the Franklin Mountain Energy Transaction (any such event described in clauses (A)(i)-(iii), a "Franklin Mountain Energy Termination Event") or if  (B)(i) the consummation of the pending acquisition of certain assets from certain affiliates of Avant Natural Resources, LLC, a Delaware limited liability company (the "Avant Sellers" and, such pending acquisition, the "Avant Transaction"), does not occur on or before the later of  (a) the date that is ten business days after February 17, 2025 and (b) the date that is ten business days after any later date to which the Company and the Avant Sellers may agree to extend the outside date under the purchase agreement governing such acquisition (the "Avant Purchase Agreement" and, such later date, the "Avant Outside Date"), (ii) prior to the Avant Outside Date, the Avant Purchase Agreement is terminated or (iii) the Company otherwise notifies the Trustee in writing that it will not pursue the consummation of the Avant Transaction (any such event described in clauses (B)(i)-(iii), an "Avant Termination Event"), then the Company will be required to redeem the 2035 Notes at a redemption price equal to 101% of the principal amount of the 2035 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the date upon which such Notes will be redeemed (the "Special Mandatory Redemption Date"). Additionally, if both a Franklin Mountain Energy Termination Event and an Avant Termination Event occur, then the Company will also be required to redeem the 2055 Notes at a redemption price equal to 101% of the principal amount of the 2055 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date.

The foregoing summary is not complete and is qualified in its entirety by reference to the full text of (i) the Base Indenture attached as Exhibit 4.1 hereto, (ii) the Third Supplemental Indenture attached as Exhibit 4.2 hereto, (iii) the form of the 2035 Notes attached as Exhibit 4.3 hereto and (iv) the form of the 2055 Notes attached as Exhibit 4.4 hereto, the terms of which are, in each case, incorporated herein by reference.