Common use of Designation and Amount; Ranking Payments; Denomination Clause in Contracts

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.875% Senior Notes due 2032.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”). The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is not limited. The aggregate principal amount of Initial Notes is limited to $800,000,000 (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h), Section 4.17(c) and Section 9.04 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place of payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Indenture. Initially, U.S. Bank Trust Company, National Association will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay interest (a) on any Definitive Notes by check mailed to the address of the Person entitled thereto as it appears in the Notes Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Date, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Notes shall be guaranteed by the Initial Guarantor and any additional Guarantors in accordance with Section 4.12 and Article Ten of this Indenture. No Guarantee nor any notation thereof shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 2 contracts

Samples: Indenture (Vital Energy, Inc.), Indenture (Vital Energy, Inc.)

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Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.875% 7⅜% Senior Notes due 20322022.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture (the “Initial Notes Notes”) is limited to $800,000,000 500,000,000 (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.081.11, Section 2.093.06 and Section 8.05 hereof and Section 304, Section 2.12, Section 3.06, Section 4.11(h), Section 4.17(c) 305 and Section 9.04 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements 306 of the Securities ActBase Indenture). The Company may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 4.01 of this Supplemental Indenture. Initially, U.S. Bank Trust CompanyXxxxx Fargo Bank, National Association N.A. will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay interest (a) on any Definitive Notes by check mailed to the address of the Person entitled thereto as it appears in the Notes Security Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Date, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.12 hereof, any additional Subsidiary Guarantors in accordance with Section 4.12 and Article Ten Nine of this Supplemental Indenture. No Guarantee nor any notation thereof shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 2 contracts

Samples: Supplemental Indenture (Laredo Petroleum, Inc.), Supplemental Indenture (Laredo Petroleum Holdings, Inc.)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.8757% Senior Notes due 20322022.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture (the “Initial Notes Notes”) is limited to $800,000,000 400,000,000 (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h3.06(b), Section 4.17(c) 4.03, Section 4.08 and Section 9.04 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements 8.05 hereof and Section 304, 305, and 306 of the Securities ActBase Indenture). The Company may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Supplemental Indenture. Initially, U.S. Deutsche Bank Trust Company, National Association Company Americas will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay interest (a) on any Definitive Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Notes Register Security Registrar (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Date, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New YorkYork City, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.14 hereof, any additional Subsidiary Guarantors in accordance with Section 4.12 4.14 and Article Ten 11 of this Supplemental Indenture. No Guarantee nor any notation thereof shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Bill Barrett Corp)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.8759.500% Senior Notes due 20322025.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture (the “Initial Notes Notes”) is limited to $800,000,000 600,000,000 (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h), Section 4.17(c) and Section 9.04 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements 8.05 hereof and Section 304, Section 305 and Section 306 of the Securities ActBase Indenture). The Company may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Supplemental Indenture. Initially, U.S. Bank Trust CompanyWxxxx Fargo Bank, National Association N.A. will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay interest (a) on any Definitive Notes by check mailed to the address of the Person entitled thereto as it appears in the Notes Security Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Date, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.12 hereof, any additional Subsidiary Guarantors in accordance with Section 4.12 and Article Ten Nine of this Supplemental Indenture. No Guarantee nor any notation thereof shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Third Supplemental Indenture (Laredo Petroleum, Inc.)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.8757.75% Senior Notes due 20322029.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”). The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is not limited. The aggregate principal amount of Initial Notes is limited to $800,000,000 400,000,000 (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h), Section 4.17(c) and Section 9.04 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place of payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Indenture. Initially, U.S. Bank Trust CompanyWxxxx Fargo Bank, National Association N.A. will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay interest (a) on any Definitive Notes by check mailed to the address of the Person entitled thereto as it appears in the Notes Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Date, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.12 hereof, any additional Guarantors in accordance with Section 4.12 and Article Ten of this Indenture. No Guarantee nor any notation thereof shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Indenture (Laredo Petroleum, Inc.)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.8756.250% Senior Notes due 20322026.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Initial Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture is limited to $800,000,000 450,000,000 (except for Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h3.09(i), Section 4.17(c4.15(a)(viii) and Section 9.04 hereof8.05 hereof and Section 304, Section 305 and Section 306 of the Base Indenture). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company Issuers may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Supplemental Indenture. Initially, U.S. Bank Trust Company, National Association will act as Paying Agent and Registrar. The Company Issuers may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned wholly owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay Notes will be payable as to principal, premium, if any, and interest (a) on any Definitive Notes at the office or agency of the Issuers maintained for such purpose within the City and State of New York, or, at the option of the Issuers, payment of interest may be made by check mailed to the address of the Person entitled thereto as it appears Holders at their addresses set forth in the Notes Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Dateregister of Holders, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note and provided that payment by wire transfer of immediately available funds will be required with respect to any amounts due on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the account Issuers or the Paying Agent. Notwithstanding the foregoing, payment may be made pursuant to the Applicable Procedures of the Depositary or its nomineeDepository in the case of Global Notes. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.13, any additional Subsidiary Guarantors in accordance with Section 4.12 4.13 and Article Ten Nine of this Supplemental Indenture. No Guarantee Subsidiary Guarantee, nor any notation thereof thereof, shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Eleventh Supplemental Indenture (Genesis Energy Lp)

Designation and Amount; Ranking Payments; Denomination. (a) The Notes shall be designated as the “7.8756.875% Senior Notes due 20322026.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”). The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is not limited. The aggregate principal amount of Initial Notes initially authorized for authentication and delivery pursuant to this Indenture is limited to $800,000,000 725,000,000 (except for Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.081.07, Section 2.091.08, Section 2.121.09, Section 3.06, Section 4.11(h)3.09, Section 4.17(c) 4.15 and Section 9.04 8.05 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company Issuers may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 below 1.03 below, increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Indenture. . (b) Payments of the principal of and interest on the Notes shall be made in U.S. Dollarsdollars, and the Notes shall be denominated in Dollars U.S. dollars and in minimum amounts of at least $2,000 and integral multiples of $1,000 thereafterin excess of $2,000. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company Issuers maintained for that purpose in New York, New York in accordance with Section 4.02 of this Indenture. (c) The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). Initially, U.S. Bank Trust Company, National Association the Trustee will act as Paying Agent and Registrar. The Company Issuers may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned wholly owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay interest . (ad) on any Definitive Notes by check mailed to the address All payments of the Person entitled thereto as it appears in the Notes Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Dateprincipal, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New Yorkpremium, if such Person is entitled to any, and interest due on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any all Global Note Notes will be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Principal of, premium, if any, and interest on Notes in certificated form will be payable at the office or agency of the Depositary Issuers maintained for such purpose or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders, except that if a Holder of at least $5.0 million principal amount of Notes has given wire transfer instructions to the Issuers to an account in the continental United States, the Issuers will pay all principal, interest and premium, if any, on that Holder’s Notes in accordance with those instructions. Until otherwise designated by the Issuers, the Issuers’ office or its nomineeagency will be the office of the Trustee maintained for such purpose. Notwithstanding the foregoing, payment may be made pursuant to the Applicable Procedures of the Depository in the case of Global Notes. (e) The Notes shall be guaranteed by each of the Initial Guarantor Guarantors and any additional Subsidiary Guarantors in accordance with Section 4.12 4.13 and Article Ten Nine of this Indenture. . (f) No Guarantee Subsidiary Guarantee, nor any notation thereof thereof, shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Indenture (USA Compression Partners, LP)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.8756.000% Senior Notes due 20322023.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Initial Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture is limited to $800,000,000 400,000,000 (except for Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h3.09(i), Section 4.17(c4.15(a)(viii) and Section 9.04 hereof8.05 hereof and Section 304, Section 305 and Section 306 of the Base Indenture). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company Issuers may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Supplemental Indenture. Initially, U.S. Bank Trust Company, National Association will act as Paying Agent and Registrar. The Company Issuers may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned wholly owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay Notes will be payable as to principal, premium, if any, and interest (a) on any Definitive Notes at the office or agency of the Issuers maintained for such purpose within the City and State of New York, or, at the option of the Issuers, payment of interest may be made by check mailed to the address of the Person entitled thereto as it appears Holders at their addresses set forth in the Notes Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Dateregister of Holders, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note and provided that payment by wire transfer of immediately available funds will be required with respect to any amounts due on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the account Issuers or the Paying Agent. Notwithstanding the foregoing, payment may be made pursuant to the Applicable Procedures of the Depositary or its nomineeDepository in the case of Global Notes. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.13, any additional Subsidiary Guarantors in accordance with Section 4.12 4.13 and Article Ten Nine of this Supplemental Indenture. No Guarantee Subsidiary Guarantee, nor any notation thereof thereof, shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Supplemental Indenture (Genesis Energy Lp)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.8756.50% Senior Notes due 20322025.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Initial Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture is limited to $800,000,000 550,000,000 (except for Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h3.09(i), Section 4.17(c4.15(a)(viii) and Section 9.04 hereof8.05 hereof and Section 304, Section 305 and Section 306 of the Base Indenture). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company Issuers may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Supplemental Indenture. Initially, U.S. Bank Trust Company, National Association will act as Paying Agent and Registrar. The Company Issuers may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned wholly owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay Notes will be payable as to principal, premium, if any, and interest (a) on any Definitive Notes at the office or agency of the Issuers maintained for such purpose within the City and State of New York, or, at the option of the Issuers, payment of interest may be made by check mailed to the address of the Person entitled thereto as it appears Holders at their addresses set forth in the Notes Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Dateregister of Holders, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note and provided that payment by wire transfer of immediately available funds will be required with respect to any amounts due on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the account Issuers or the Paying Agent. Notwithstanding the foregoing, payment may be made pursuant to the Applicable Procedures of the Depositary or its nomineeDepository in the case of Global Notes. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.13, any additional Subsidiary Guarantors in accordance with Section 4.12 4.13 and Article Ten Nine of this Supplemental Indenture. No Guarantee Subsidiary Guarantee, nor any notation thereof thereof, shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Eighth Supplemental Indenture (Genesis Energy Lp)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.8758.000% Senior Notes due 20322033.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Initial Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture is limited to $800,000,000 600,000,000 (except for Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h3.09(i), Section 4.17(c4.15(a)(viii) and Section 9.04 hereof8.05 hereof and Section 304, Section 305 and Section 306 of the Base Indenture). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company Issuers may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Supplemental Indenture. Initially, U.S. Regions Bank Trust Company, National Association will act as Paying Agent and Registrar. The Company Issuers may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned wholly owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay Notes will be payable as to principal, premium, if any, and interest (a) on any Definitive Notes at the office or agency of the Issuers maintained for such purpose within the City and State of New York, or, at the option of the Issuers, payment of interest may be made by check mailed to the address of the Person entitled thereto as it appears Holders at their addresses set forth in the Notes Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Dateregister of Holders, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note and provided that payment by wire transfer of immediately available funds will be required with respect to any amounts due on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the account Issuers or the Paying Agent. Notwithstanding the foregoing, payment may be made pursuant to the Applicable Procedures of the Depositary or its nomineein the case of Global Notes. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.13, any additional Subsidiary Guarantors in accordance with Section 4.12 4.13 and Article Ten Nine of this Supplemental Indenture. No Guarantee Subsidiary Guarantee, nor any notation thereof thereof, shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Senior Notes Indenture (Genesis Energy Lp)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.8758.5% Senior Notes due 20322021.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”). The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is not limited. The aggregate principal amount of Initial Notes initially authorized for authentication and delivery pursuant to this Indenture is limited to $800,000,000 300,000,000 (except for Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.081.07, Section 2.091.08, Section 2.121.09, Section 3.06, Section 4.11(h3.09(i), Section 4.17(c4.15(a)(viii) and Section 9.04 8.05 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company Issuers may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in minimum amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company Issuers maintained for that purpose in New York, New York in accordance with Section 4.02 of this Indenture. The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). Initially, U.S. Bank Trust Company, National Association the Trustee will act as Paying Agent and Registrar. The Company Issuers may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned wholly owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay interest (a) on any Definitive Notes by check mailed will be payable as to the address of the Person entitled thereto as it appears in the Notes Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Dateprincipal, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New Yorkpremium, if such Person is entitled to any, and interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note by wire transfer of immediately available funds for any amounts due on all Global Notes. Principal of, premium, if any, and interest on Notes in certificated form will be payable at the office or agency of the Issuers maintained for such purpose or, at the option of the Issuers, payment of interest may be made by check mailed to the account Holders of the Depositary Notes at their respective addresses set forth in the register of Holders, except that if a Holder of at least $5.0 million principal amount of Notes has given wire transfer instructions to the Issuers, the Issuers will pay all principal, interest and premium, if any, on that Holder’s Notes in accordance with those instructions. Until otherwise designated by the Issuers, the Issuers’ office or its nomineeagency will be the office of the Trustee maintained for such purpose. Notwithstanding the foregoing, payment may be made pursuant to the Applicable Procedures of the Depository in the case of Global Notes. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.13, any additional Subsidiary Guarantors in accordance with Section 4.12 4.13 and Article Ten Nine of this Indenture. No Guarantee Subsidiary Guarantee, nor any notation thereof thereof, shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Indenture (Enviva Partners, LP)

Designation and Amount; Ranking Payments; Denomination. The Notes are hereby established and shall be designated as the “7.8757.50% Senior Notes due 20322026.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”). The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is not limited. The aggregate principal amount of Initial Notes is limited to $800,000,000 (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h), Section 4.17(c) and Section 9.04 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in U.S. Dollars and in minimum amounts of at least $2,000 1.00 and integral multiples of $1,000 thereafter1.00 in excess thereof. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Indenture. Initially, U.S. Bank Trust Company, National Association will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay At the option of the Company, payment of interest (a) on any Definitive Notes may be made at the Corporate Trust Office or by check mailed to the address Holders at their addresses set forth in the Security Register; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, and interest and premium, if any, on, (i) all Global Notes to the account of the Person Depositary or its nominee and (ii) all other Notes the Holders of which are entitled thereto as it appears to interest on an aggregate principal amount in excess of $1,000,000 that have provided wire transfer instructions to the Notes Register (Company or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Date, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Notes shall be guaranteed by each of the Initial Guarantor Subsidiary Guarantors pursuant to Article 11 and by any additional Restricted Subsidiaries that become Subsidiary Guarantors after the Issue Date in accordance with Section 4.12 and Article Ten of this Indenture4.14 . No Subsidiary Guarantee nor any notation thereof shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Indenture (Bonanza Creek Energy, Inc.)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.8758.0% Senior Notes due 20322027.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Initial Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture is limited to $800,000,000 750,000,000 (except for Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h3.09(i), Section 4.17(c4.15(a)(viii) and Section 9.04 hereof8.05 hereof and Section 304, Section 305 and Section 306 of the Base Indenture). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company Issuers may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Supplemental Indenture. Initially, U.S. Regions Bank Trust Company, National Association will act as Paying Agent and Registrar. The Company Issuers may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned wholly owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay Notes will be payable as to principal, premium, if any, and interest (a) on any Definitive Notes at the office or agency of the Issuers maintained for such purpose within the City and State of New York, or, at the option of the Issuers, payment of interest may be made by check mailed to the address of the Person entitled thereto as it appears Holders at their addresses set forth in the Notes Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Dateregister of Holders, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note and provided that payment by wire transfer of immediately available funds will be required with respect to any amounts due on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the account Issuers or the Paying Agent. Notwithstanding the foregoing, payment may be made pursuant to the Applicable Procedures of the Depositary or its nomineein the case of Global Notes. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.13, any additional Subsidiary Guarantors in accordance with Section 4.12 4.13 and Article Ten Nine of this Supplemental Indenture. No Guarantee Subsidiary Guarantee, nor any notation thereof thereof, shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Fifteenth Supplemental Indenture (Genesis Energy Lp)

Designation and Amount; Ranking Payments; Denomination. The Notes are hereby established and shall be designated as the “7.8757.50% Senior Notes due 20322026.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”). The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is not limited. The aggregate principal amount of Initial Notes is limited to $800,000,000 (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h), Section 4.17(c) and Section 9.04 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in U.S. Dollars and in minimum amounts of at least $2,000 and integral multiples of $1,000 thereafterin excess thereof. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Indenture. Initially, U.S. Bank Trust Company, National Association will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay At the option of the Company, payment of interest (a) on any Definitive Notes may be made at the Corporate Trust Office or by check mailed to the address Holders at their addresses set forth in the Security Register; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, and interest and premium, if any, on, (i) all Global Notes to the account of the Person Depositary or its nominee and (ii) all other Notes the Holders of which are entitled thereto as it appears to interest on an aggregate principal amount in excess of $1,000,000 that have provided wire transfer instructions to the Notes Register (Company or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Date, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Notes shall be guaranteed by each of the Initial Guarantor Subsidiary Guarantors pursuant to Article 11 and by any additional Restricted Subsidiaries that become Subsidiary Guarantors after the Issue Date in accordance with Section 4.12 and Article Ten of this Indenture4.14 . No Subsidiary Guarantee nor any notation thereof shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Indenture (Bonanza Creek Energy Operating Company, LLC)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.8758.250% Senior Notes due 20322029.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Initial Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture is limited to $800,000,000 600,000,000 (except for Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h3.09(i), Section 4.17(c4.15(a)(viii) and Section 9.04 hereof8.05 hereof and Section 304, Section 305 and Section 306 of the Base Indenture). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company Issuers may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Supplemental Indenture. Initially, U.S. Regions Bank Trust Company, National Association will act as Paying Agent and Registrar. The Company Issuers may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned wholly owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay Notes will be payable as to principal, premium, if any, and interest (a) on any Definitive Notes at the office or agency of the Issuers maintained for such purpose within the City and State of New York, or, at the option of the Issuers, payment of interest may be made by check mailed to the address of the Person entitled thereto as it appears Holders at their addresses set forth in the Notes Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Dateregister of Holders, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note and provided that payment by wire transfer of immediately available funds will be required with respect to any amounts due on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the account Issuers or the Paying Agent. Notwithstanding the foregoing, payment may be made pursuant to the Applicable Procedures of the Depositary or its nomineein the case of Global Notes. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.13, any additional Subsidiary Guarantors in accordance with Section 4.12 4.13 and Article Ten Nine of this Supplemental Indenture. No Guarantee Subsidiary Guarantee, nor any notation thereof thereof, shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Twentieth Supplemental Indenture (Genesis Energy Lp)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.8759.875% Senior Notes due 20322016.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture (the “Initial Notes Notes”) is limited to $800,000,000 250,000,000 (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h3.06(b), Section 4.17(c) 3.11, Section 4.03, Section 4.08 and Section 9.04 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements 8.05 hereof and Section 304, 305, and 306 of the Securities ActBase Indenture). The Company may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Supplemental Indenture. Initially, U.S. Deutsche Bank Trust Company, National Association Company Americas will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Wholly Owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay interest (a) on any Definitive Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Notes Register Security Registrar (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Date, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New YorkYork City, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.14 hereof, any additional Subsidiary Guarantors in accordance with Section 4.12 4.14 and Article Ten 11 of this Supplemental Indenture. No Guarantee nor any notation thereof shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: First Supplemental Indenture (Bill Barrett Corp)

Designation and Amount; Ranking Payments; Denomination. (a) The Notes shall be designated as the “7.8756.875% Senior Notes due 20322027.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”). The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is not limited. The aggregate principal amount of Initial Notes initially authorized for authentication and delivery pursuant to this Indenture is limited to $800,000,000 750,000,000 (except for Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.081.07, Section 2.091.08, Section 2.121.09, Section 3.06, Section 4.11(h)3.08, Section 4.17(c) 4.15 and Section 9.04 8.05 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company Issuers may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 below 1.03 below, increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Indenture. . (b) Payments of the principal of and interest on the Notes shall be made in U.S. Dollarsdollars, and the Notes shall be denominated in Dollars U.S. dollars and in minimum amounts of at least $2,000 and integral multiples of $1,000 thereafterin excess of $2,000. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company Issuers maintained for that purpose in New York, New York in accordance with Section 4.02 of this Indenture. (c) The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). Initially, U.S. Bank Trust Company, National Association the Trustee will act as Paying Agent and Registrar. The Company Issuers may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned wholly owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay interest . (ad) on any Definitive Notes by check mailed to the address All payments of the Person entitled thereto as it appears in the Notes Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Dateprincipal, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New Yorkpremium, if such Person is entitled to any, and interest due on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any all Global Note Notes will be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Principal of, premium, if any, and interest on Notes in certificated form will be payable at the office or agency of the Depositary Issuers maintained for such purpose or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders, except that if a Holder of at least $5.0 million principal amount of Notes has given wire transfer instructions to the Issuers to an account in the continental United States, the Issuers will pay all principal, interest and premium, if any, on that Holder’s Notes in accordance with those instructions. Until otherwise designated by the Issuers, the Issuers’ office or its nomineeagency will be the office of the Trustee maintained for such purpose. Notwithstanding the foregoing, payment may be made pursuant to the Applicable Procedures of the Depository in the case of Global Notes. (e) The Notes shall be guaranteed by each of the Initial Guarantor Guarantors and any additional Subsidiary Guarantors in accordance with Section 4.12 4.13 and Article Ten Nine of this Indenture. . (f) No Guarantee Subsidiary Guarantee, nor any notation thereof thereof, shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Indenture (USA Compression Partners, LP)

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Designation and Amount; Ranking Payments; Denomination. The Notes are hereby established and shall be designated as the “7.8758.75% Senior Notes due 20322025.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”). The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is not limited. The aggregate principal amount of Initial Notes is limited to $800,000,000 (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h), Section 4.17(c) and Section 9.04 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in U.S. Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafterin excess thereof. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Indenture. Initially, U.S. Deutsche Bank Trust Company, National Association Company Americas will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay interest (a) on any Definitive Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Notes Security Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Date, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New YorkYork City, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Notes shall be guaranteed by each of the Initial Guarantor Subsidiary Guarantors pursuant to Article 11 and by any additional Restricted Subsidiaries that become Subsidiary Guarantors after the Issue Date in accordance with Section 4.12 and Article Ten of this Indenture4.14 . No Guarantee nor any notation thereof shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Indenture (Bill Barrett Corp)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.8757.750% Senior Notes due 20322028.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Initial Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture is limited to $800,000,000 750,000,000 (except for Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h3.09(i), Section 4.17(c4.15(a)(viii) and Section 9.04 hereof8.05 hereof and Section 304, Section 305 and Section 306 of the Base Indenture). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company Issuers may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Supplemental Indenture. Initially, U.S. Bank Trust Company, National Association will act as Paying Agent and Registrar. The Company Issuers may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned wholly owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay Notes will be payable as to principal, premium, if any, and interest (a) on any Definitive Notes at the office or agency of the Issuers maintained for such purpose within the City and State of New York, or, at the option of the Issuers, payment of interest may be made by check mailed to the address of the Person entitled thereto as it appears Holders at their addresses set forth in the Notes Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Dateregister of Holders, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note and provided that payment by wire transfer of immediately available funds will be required with respect to any amounts due on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the account Issuers or the Paying Agent. Notwithstanding the foregoing, payment may be made pursuant to the Applicable Procedures of the Depositary or its nomineeDepository in the case of Global Notes. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.13, any additional Subsidiary Guarantors in accordance with Section 4.12 4.13 and Article Ten Nine of this Supplemental Indenture. No Guarantee Subsidiary Guarantee, nor any notation thereof thereof, shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Supplemental Indenture (Genesis Energy Lp)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.8755 5⁄8% Senior Notes due 20322024.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Initial Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture is limited to $800,000,000 350,000,000 (except for Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h3.09(i), Section 4.17(c4.15(a)(viii) and Section 9.04 hereof8.05 hereof and Section 304, Section 305 and Section 306 of the Base Indenture). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company Issuers may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Supplemental Indenture. Initially, U.S. Bank Trust Company, National Association will act as Paying Agent and Registrar. The Company Issuers may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned wholly owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay Notes will be payable as to principal, premium, if any, and interest (a) on any Definitive Notes at the office or agency of the Issuers maintained for such purpose within the City and State of New York, or, at the option of the Issuers, payment of interest may be made by check mailed to the address of the Person entitled thereto as it appears Holders at their addresses set forth in the Notes Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Dateregister of Holders, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note and provided that payment by wire transfer of immediately available funds will be required with respect to any amounts due on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the account Issuers or the Paying Agent. Notwithstanding the foregoing, payment may be made pursuant to the Applicable Procedures of the Depositary or its nomineeDepository in the case of Global Notes. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.13, any additional Subsidiary Guarantors in accordance with Section 4.12 4.13 and Article Ten Nine of this Supplemental Indenture. No Guarantee Subsidiary Guarantee, nor any notation thereof thereof, shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Supplemental Indenture (Genesis Energy Lp)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.875% Senior Notes due 2032.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Initial Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture is limited to $800,000,000 700,000,000 (except for Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h3.09(i), Section 4.17(c4.15(a)(viii) and Section 9.04 hereof8.05 hereof and Section 304, Section 305 and Section 306 of the Base Indenture). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company Issuers may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Supplemental Indenture. Initially, U.S. Regions Bank Trust Company, National Association will act as Paying Agent and Registrar. The Company Issuers may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned wholly owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay Notes will be payable as to principal, premium, if any, and interest (a) on any Definitive Notes at the office or agency of the Issuers maintained for such purpose within the City and State of New York, or, at the option of the Issuers, payment of interest may be made by check mailed to the address of the Person entitled thereto as it appears Holders at their addresses set forth in the Notes Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Dateregister of Holders, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note and provided that payment by wire transfer of immediately available funds will be required with respect to any amounts due on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the account Issuers or the Paying Agent. Notwithstanding the foregoing, payment may be made pursuant to the Applicable Procedures of the Depositary or its nomineein the case of Global Notes. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.13, any additional Subsidiary Guarantors in accordance with Section 4.12 4.13 and Article Ten Nine of this Supplemental Indenture. No Guarantee Subsidiary Guarantee, nor any notation thereof thereof, shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Twenty First Supplemental Indenture (Genesis Energy Lp)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.87510.125% Senior Notes due 20322028.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture (the “Initial Notes Notes”) is limited to $800,000,000 400,000,000 (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h), Section 4.17(c) and Section 9.04 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements 8.05 hereof and Section 304, Section 305 and Section 306 of the Securities ActBase Indenture). The Company may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Supplemental Indenture. Initially, U.S. Bank Trust CompanyWxxxx Fargo Bank, National Association N.A. will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay interest (a) on any Definitive Notes by check mailed to the address of the Person entitled thereto as it appears in the Notes Security Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Date, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.12 hereof, any additional Subsidiary Guarantors in accordance with Section 4.12 and Article Ten Nine of this Supplemental Indenture. No Guarantee nor any notation thereof shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Laredo Petroleum, Inc.)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.8759.750% Senior Notes due 20322030.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture (the “Initial Notes Notes”) is limited to $800,000,000 500,000,000 (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h), Section 4.17(c4.16(c) and Section 9.04 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements 8.05 hereof and Section 304, Section 305 and Section 306 of the Securities ActBase Indenture). The Company may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Supplemental Indenture. Initially, U.S. Bank Trust Company, National Association will act as Paying Agent and RegistrarRegistrar for the Notes. The Company may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay interest (a) on any Definitive Notes by check mailed to the address of the Person entitled thereto as it appears in the Notes Security Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Date, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Notes shall be guaranteed by each of the Initial Guarantor and and, in accordance with Section 4.12 hereof, any additional Subsidiary Guarantors in accordance with Section 4.12 and Article Ten Nine of this Supplemental Indenture. No Guarantee nor any notation thereof shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Vital Energy, Inc.)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.8757.625% Senior Notes due 20322019.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture (the “Initial Notes Notes”) is limited to $800,000,000 400,000,000 (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h3.06(b), Section 4.17(c) 4.03, Section 4.08 and Section 9.04 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements 8.05 hereof and Section 304, 305, and 306 of the Securities ActBase Indenture). The Company may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Supplemental Indenture. Initially, U.S. Deutsche Bank Trust Company, National Association Company Americas will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay interest (a) on any Definitive Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Notes Register Security Registrar (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Date, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New YorkYork City, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.14 hereof, any additional Subsidiary Guarantors in accordance with Section 4.12 4.14 and Article Ten 11 of this Supplemental Indenture. No Guarantee nor any notation thereof shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Third Supplemental Indenture (Bill Barrett Corp)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.8756.500% Senior Notes due 20322026.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”). The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is not limited. The aggregate principal amount of Initial Notes initially authorized for authentication and delivery pursuant to this Indenture is limited to $800,000,000 550,000,000 (except for Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.081.07, Section 2.091.08, Section 2.121.09, Section 3.06, Section 4.11(h3.09(i), Section 4.17(c4.15(a)(viii) and Section 9.04 8.05 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company Issuers may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in minimum amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company Issuers maintained for that purpose in New York, New York in accordance with Section 4.02 of this Indenture. The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). Initially, U.S. Bank Trust Company, National Association the Trustee will act as Paying Agent and Registrar. The Company Issuers may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned wholly owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay interest (a) on any Definitive Notes by check mailed will be payable as to the address of the Person entitled thereto as it appears in the Notes Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Dateprincipal, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New Yorkpremium, if such Person is entitled to any, and interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note by wire transfer of immediately available funds for any amounts due on all Global Notes. Principal of, premium, if any, and interest on Notes in certificated form will be payable at the office or agency of the Issuers maintained for such purpose or, at the option of the Issuers, payment of interest may be made by check mailed to the account Holders of the Depositary Notes at their respective addresses set forth in the register of Holders, except that if a Holder of at least $5.0 million principal amount of Notes has given wire transfer instructions to the Issuers, the Issuers will pay all principal, interest and premium, if any, on that Holder’s Notes in accordance with those instructions. Until otherwise designated by the Issuers, the Issuers’ office or its nomineeagency will be the office of the Trustee maintained for such purpose. Notwithstanding the foregoing, payment may be made pursuant to the Applicable Procedures of the Depository in the case of Global Notes. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.13, any additional Subsidiary Guarantors in accordance with Section 4.12 4.13 and Article Ten Nine of this Indenture. No Guarantee Subsidiary Guarantee, nor any notation thereof thereof, shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Indenture (Enviva Partners, LP)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.8758.875% Senior Notes due 20322030.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Initial Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture is limited to $800,000,000 500,000,000 (except for Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h3.09(i), Section 4.17(c4.15(a)(viii) and Section 9.04 hereof8.05 hereof and Section 304, Section 305 and Section 306 of the Base Indenture). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company Issuers may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Supplemental Indenture. Initially, U.S. Regions Bank Trust Company, National Association will act as Paying Agent and Registrar. The Company Issuers may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned wholly owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay Notes will be payable as to principal, premium, if any, and interest (a) on any Definitive Notes at the office or agency of the Issuers maintained for such purpose within the City and State of New York, or, at the option of the Issuers, payment of interest may be made by check mailed to the address of the Person entitled thereto as it appears Holders at their addresses set forth in the Notes Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Dateregister of Holders, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note and provided that payment by wire transfer of immediately available funds will be required with respect to any amounts due on all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the account Issuers or the Paying Agent. Notwithstanding the foregoing, payment may be made pursuant to the Applicable Procedures of the Depositary or its nomineein the case of Global Notes. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.13, any additional Subsidiary Guarantors in accordance with Section 4.12 4.13 and Article Ten Nine of this Supplemental Indenture. No Guarantee Subsidiary Guarantee, nor any notation thereof thereof, shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Eighteenth Supplemental Indenture (Genesis Energy Lp)

Designation and Amount; Ranking Payments; Denomination. (a) The Notes shall be designated as the “7.8757.125% Senior Notes due 20322029.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”). The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is not limited. The aggregate principal amount of Initial Notes initially authorized for authentication and delivery pursuant to this Indenture is limited to $800,000,000 1,000,000,000 (except for Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.081.07, Section 2.091.08, Section 2.121.09, Section 3.06, Section 4.11(h)3.08, Section 4.17(c) 4.15 and Section 9.04 8.05 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements of the Securities Act. The Company Issuers may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 below 1.03 below, increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Indenture. . (b) Payments of the principal of and interest on the Notes shall be made in U.S. Dollarsdollars, and the Notes shall be denominated in Dollars U.S. dollars and in minimum amounts of at least $2,000 and integral multiples of $1,000 thereafterin excess of $2,000. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company Issuers maintained for that purpose in New York, New York in accordance with Section 4.02 of this Indenture. (c) The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). Initially, U.S. Bank Trust Company, National Association the Trustee will act as Paying Agent and Registrar. The Company Issuers may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned wholly owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay interest . (ad) on any Definitive Notes by check mailed to the address All payments of the Person entitled thereto as it appears in the Notes Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Dateprincipal, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New Yorkpremium, if such Person is entitled to any, and interest due on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any all Global Note Notes will be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Principal of, premium, if any, and interest on Notes in certificated form will be payable at the office or agency of the Depositary Issuers maintained for such purpose or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders, except that if a Holder of at least $5.0 million principal amount of Notes has given wire transfer instructions to the Issuers to an account in the continental United States, the Issuers will pay all principal, interest and premium, if any, on that Holder’s Notes in accordance with those instructions. Until otherwise designated by the Issuers, the Issuers’ office or its nomineeagency will be the office of the Trustee maintained for such purpose. Notwithstanding the foregoing, payment may be made pursuant to the Applicable Procedures of the Depository in the case of Global Notes. (e) The Notes shall be guaranteed by each of the Initial Guarantor Guarantors and any additional Subsidiary Guarantors in accordance with Section 4.12 4.13 and Article Ten Nine of this Indenture. . (f) No Guarantee Subsidiary Guarantee, nor any notation thereof thereof, shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Indenture (USA Compression Partners, LP)

Designation and Amount; Ranking Payments; Denomination. The Notes shall be designated as the “7.875% 6¼% Senior Notes due 20322023.” The Initial Notes are being offered and sold to persons reasonably believed to be qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A Notes”). The Initial Notes may also be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”)hereby established as a series of Securities under the Base Indenture. The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is not limited. The aggregate principal amount of Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture (the “Initial Notes Notes”) is limited to $800,000,000 350,000,000 (except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of other Notes pursuant to Section 2.08, Section 2.09, Section 2.12, Section 3.06, Section 4.11(h), Section 4.17(c) and Section 9.04 hereof). The Initial Notes are being issued in a private transaction not subject to the registration requirements 8.05 hereof and Section 304, Section 305 and Section 306 of the Securities ActBase Indenture). The Company may, and shall be entitled to, from time to time, without notice to or the consent of the Holders of the Notes, in accordance with Section 2.16 1.03 below increase the principal amount of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional Notes” under this Supplemental Indenture. Payments of the principal of and interest on the Notes shall be made in U.S. Dollars, and the Notes shall be denominated in Dollars and in amounts of at least $2,000 and integral multiples of $1,000 thereafter. The place Place of payment Payment where the principal of and any other payments due on the Notes are payable shall initially be at the office or agency of the Company maintained for that purpose in New York, New York in accordance with Section 4.02 of this Supplemental Indenture. Initially, U.S. Bank Trust CompanyXxxxx Fargo Bank, National Association N.A. will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar or co-registrar without notice. The Company or any of its domestically organized Wholly-Owned Restricted Subsidiaries may act as Paying Agent or Registrar or co-registrar. The Company shall pay interest (a) on any Definitive Notes by check mailed to the address of the Person entitled thereto as it appears in the Notes Security Register (or upon written application by such Person to the Paying Agent not later than five Business Days before the relevant Interest Payment Date, by wire transfer in immediately available funds to such Person’s account at a bank in New York, New York, if such Person is entitled to interest on an aggregate principal amount in excess of $1,000,000, which application shall remain in effect until the Holder notifies the Paying Agent to the contrary) or (b) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee. The Notes shall be guaranteed by each of the Initial Guarantor and Guarantors and, in accordance with Section 4.12 hereof, any additional Subsidiary Guarantors in accordance with Section 4.12 and Article Ten Nine of this Supplemental Indenture. No Guarantee nor any notation thereof shall be, or shall be required to be, endorsed on, or attached to, or otherwise physically made part of any Note.

Appears in 1 contract

Samples: Supplemental Indenture (Laredo Petroleum, Inc.)

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