Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August 22, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 (as supplemented, herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, the Guarantors party thereto and Xxxxx Fargo Bank, National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof. The Securities of this series are subject to redemption upon not less than 30 days’ (but not more than 60 days’) prior notice, as a whole or in part, at any time prior to April 15, 2027, at the election of the Company, at a Redemption Price (expressed as a percentage of the principal amount) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Securities (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plus, in each case, accrued interest thereon to, but not including, the date of redemption, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. On or after April 15, 2027, the Notes may be redeemed in whole, but not in part, at a redemption price equal 100% of the principal amount of the Notes plus accrued interest thereon to, but not including, the date of redemption.
Appears in 2 contracts
Samples: Note Agreement (Red Back Mining B.V.), Note Agreement (Kinross Gold Corp)
Reverse of Security. This Security is one of a duly authorized issue of securities Securities of the Company designated as its 6 1/2% Convertible Subordinated Debentures due 2001 (herein called the “"Securities”"), limited in aggregate principal amount to $86,250,000 (including Securities issuable pursuant to the Initial Purchasers' over-allotment option, as provided for in the Purchase Agreement dated December 13, 1996 between the Company and the Initial Purchasers), issued and to be issued in one or more series under an Indenture, dated as of August 22December 18, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 1996 (as supplemented, herein called the “"Indenture”, which term shall have the meaning assigned to it in such instrument"), among between the Company, the Guarantors party thereto Company and Xxxxx Fargo First Union National Bank, National Association, as Trustee (herein called the “"Trustee”", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee Trustee, the holders of Senior Indebtedness and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Subject to and upon compliance with the provisions of the Indenture, the Holder of this Security is one of the series designated on the face hereof. The Securities of this series are subject to redemption upon not less than 30 days’ (but not more than 60 days’) prior noticeentitled, as a whole or in partat his option, at any time prior to April 15, 2027, at after the election of the Company, at a Redemption Price (expressed as a percentage of the principal amount) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Securities (exclusive of interest accrued to 60th day following the date of original issuance of Securities pursuant to the Indenture and on or before the close of business on December 15, 2001, or in case this Security or a portion hereof is called for redemption, then in respect of this Security or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis pointsnot after, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plus, in each case, accrued interest thereon to, but not including, the date of redemption, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant second business day preceding the Redemption Date, to convert this Security (or any portion of the principal amount hereof which is $1,000 or an integral multiple thereof), at the principal amount hereof, or of such portion, into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock at a conversion price equal to $25.95 principal amount for each share of Common Stock (or at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to Section 1002 of the Indenture, accompanied by written notice to the Company in the form provided in this Security (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Security, or if less than the entire principal amount hereof is to be converted, the portion hereof to be converted, and, in case such surrender shall be made during the period from the opening of business on any Regular Record Dates referred Date next preceding any Interest Payment Date to the close of business on such Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption), also accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the face hereofprincipal amount of this Security then being converted. Subject to the aforesaid requirement for payment and, all in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an instalment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture. On or after April 15, 2027The conversion price is subject to adjustment as provided in the Indenture. In addition, the Notes may be redeemed Indenture provides that in whole, but not in part, at case of certain consolidations or mergers to which the Company is a redemption price equal 100% party or the sale or transfer of all or substantially all of the principal assets of the Company, the Indenture shall be amended, without the consent of any Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter, during the period this Security shall be convertible as specified above, only into the kind and amount of securities, cash and other property receivable upon the Notes plus accrued interest thereon toconsolidation, but not includingmerger, sale or transfer by a holder of the date number of redemptionshares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger, sale or transfer (assuming such holder of Common Stock failed to exercise any rights of election and received per share the kind and amount received per share by a plurality of non-electing shares).
Appears in 2 contracts
Samples: Exhibit (Fpa Medical Management Inc), Exhibit (Fpa Medical Management Inc)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August 22June 4, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 2003 (as supplemented, herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the Guarantors party thereto “Guarantor”), and Xxxxx Fargo The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Sixth Supplemental Indenture, dated as of February 24, 2020 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,250,000,000 in aggregate principal amount. The This Security is not redeemable prior to February 24, 2050 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is February 19, 2020. Prior to August 24, 2049 (the date that is six months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption upon not less than 30 days’ (but not nor more than 60 days’) prior notice’ notice by mail, as a whole or in part, at any time prior and from time to April 15, 2027time, at the election of the Company, at a redemption price (the “Optional Redemption Price (expressed as a percentage of the principal amountPrice”) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on August 24, 2049 (exclusive not including any portion of payments of interest accrued to the date of redemptionredemption (the “Redemption Date”)) discounted to the redemption date Redemption Date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 20 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plustogether with, in each case, accrued and unpaid interest thereon to, but not including, on the date principal amount of redemption, but interest installments whose Stated Maturity is on or prior the Securities of this series to such Redemption Date will be payable redeemed to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the IndentureRedemption Date. On or after April 15August 24, 20272049 (the date that is six months prior to the scheduled maturity date for the Securities), the Notes may be redeemed Securities of this series are subject to redemption, in whole, but not whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the Notes Securities to be redeemed, plus accrued interest and unpaid interest, if any, thereon to, but not includingexcluding, the date of redemption.. For purposes of determining the Optional Redemption Price, the following terms shall apply:
Appears in 1 contract
Samples: Sixth Supplemental Indenture (Bp Capital Markets America Inc)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August 22June 4, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 2003 (as supplemented, herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the Guarantors party thereto “Guarantor”), and Xxxxx Fargo The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Fifteenth Supplemental Indenture, dated as of February 13, 2023 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $2,250,000,000 in aggregate principal amount. The This Security is not redeemable prior to February 13, 2033 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture (as amended pursuant to the Fifteenth Supplemental Indenture); the date specified for the Securities of this series, for purposes of said Section 1108, is February 9, 2023. Prior to November 13, 2032 (three months prior to their maturity date) (the “Par Call Date”), the Company may redeem the Securities of this series are subject to redemption upon not less than 30 days’ (but not more than 60 days’) prior noticeat its option, as a in whole or in part, at any time prior and from time to April 15, 2027, at the election of the Companytime, at a Redemption Price redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the principal amount“Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Securities (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plus, in each case, accrued interest thereon to, but not including, the date of redemption, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. On or after April 15, 2027, the Notes may be redeemed in whole, but not in part, at a redemption price equal 100% of the principal amount of the Notes plus accrued interest thereon to, but not including, the date of redemption.of:
Appears in 1 contract
Samples: Fifteenth Supplemental Indenture (Bp Capital Markets America Inc)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August 22June 4, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 2003 (as supplemented, herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the Guarantors party thereto “Guarantor”), and Xxxxx Fargo The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Seventeenth Supplemental Indenture, dated as of January 10, 2024 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,000,000,000 in aggregate principal amount. The This Security is not redeemable prior to April 10, 2034 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture (as amended pursuant to the Seventeenth Supplemental Indenture); the date specified for the Securities of this series, for purposes of said Section 1108, is January 4, 2024. Prior to January 10, 2034 (three months prior to their maturity date) (the “Par Call Date”), the Company may redeem the Securities of this series are subject to redemption upon not less than 30 days’ (but not more than 60 days’) prior noticeat its option, as a in whole or in part, at any time prior and from time to April 15, 2027, at the election of the Companytime, at a Redemption Price redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the principal amount“Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Securities (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plus, in each case, accrued interest thereon to, but not including, the date of redemption, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. On or after April 15, 2027, the Notes may be redeemed in whole, but not in part, at a redemption price equal 100% of the principal amount of the Notes plus accrued interest thereon to, but not including, the date of redemption.of:
Appears in 1 contract
Samples: Seventeenth Supplemental Indenture (Bp Capital Markets America Inc)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “"Securities”"), issued and to be issued in one or more series under an Indenture, dated as of August 2215, 20111994, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, First Supplemental Indenture dated as of September 130, 2016 (as supplemented, herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument)1994, among the Company, the Guarantors party thereto and Xxxxx Fargo Bank, National AssociationXTRA Corporation, as Trustee Guarantor (herein called the “Trustee”, a "Guarantor," which term includes any successor trustee Guarantor to XTRA Corporation under the Indenture), and The First National Bank of Boston ("Bank of Boston"), as Trustee and, as to the First Supplemental Indenture, XTRA Missouri, Inc. as Guarantor, as further supplemented by the Second Supplemental Indenture dated as of May __, 1997 among the Company, XTRA Corporation, as Guarantor, and State Street Bank and Trust Company (as successor in interest to Bank of Boston), as Trustee (as so supplemented, the "Indenture"), to which Indenture reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof. The Securities of If an Initial Redemption Date is specified on the face hereof, this series are Security is subject to redemption upon notice by first-class mail given not less than 30 days’ (but not nor more than 60 days’) days prior noticeto the date fixed for redemption, at any time as a whole or in part, at any time prior to April 15on or after the Initial Redemption Date, 2027if any, specified on the face hereof, at the election of the Company, at a the Redemption Price Prices, if any, specified on the face hereof, (expressed as a percentage in percentages of the principal amount) ), and thereafter at a redemption price equal to the greater of (i) 100% of the principal amount of the Securities called for redemption and (ii) the sum of the present values of the remaining scheduled payments of principal and this Security, plus accrued interest on such Securities (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis pointsRedemption Date; provided, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plus, in each case, accrued interest thereon to, but not including, the date of redemption, but that interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, Securities (or one or more Predecessor Securities, ) of record at the close of business on the relevant Record Dates Date referred to on the face hereof, all as provided in the Indenture. On or after April 15, 2027, the Notes may be redeemed in whole, but not in part, at a redemption price equal 100% of the principal amount of the Notes plus accrued interest thereon to, but not including, the date of redemption.
Appears in 1 contract
Samples: Medium Term Note (Xtra Inc)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August 22June 4, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 2003 (as supplemented, herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the Guarantors party thereto “Guarantor”), and Xxxxx Fargo The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture)) (such Base Indenture as supplemented by the Tenth Supplemental Indenture, dated as of December 4, 2020, and the Eleventh Supplemental Indenture, dated as of February 8, 2021 (the “Indenture”)) to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited to $2,250,000,000 in aggregate principal amount. The This Security is not redeemable prior to June 4, 2051 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture (as amended pursuant to the Tenth Supplemental Indenture); the date specified for the Securities of this series, for purposes of said Section 1108, is December 1, 2020. Prior to December 4, 2050 (the date that is six months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption upon not less than 30 days’ (but not nor more than 60 days’) prior notice’ notice by mail, as a whole or in part, at any time prior and from time to April 15, 2027time, at the election of the Company, at a redemption price (the “Optional Redemption Price (expressed as a percentage of the principal amountPrice”) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on December 4, 2050 (exclusive not including any portion of payments of interest accrued to the date of redemptionredemption (the “Redemption Date”)) discounted to the redemption date Redemption Date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 20 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plustogether with, in each case, accrued and unpaid interest thereon to, but not including, on the date principal amount of redemption, but interest installments whose Stated Maturity is on or prior the Securities of this series to such Redemption Date will be payable redeemed to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the IndentureRedemption Date. On or after April 15December 4, 20272050 (the date that is six months prior to the scheduled maturity date for the Securities), the Notes may be redeemed Securities of this series are subject to redemption, in whole, but not whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the Notes Securities to be redeemed, plus accrued interest and unpaid interest, if any, thereon to, but not includingexcluding, the date of redemption.. For purposes of determining the Optional Redemption Price, the following terms shall apply:
Appears in 1 contract
Samples: Eleventh Supplemental Indenture (Bp Capital Markets America Inc)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Subsidiary Issuer designated as its 4.40% Notes due May 30, 2021 (herein called the “Securities”), issued limited (except as otherwise provided in the Indenture referred to below and except as provided in the second succeeding paragraph) in aggregate principal amount to $1,350,000,000, which may be issued in one or more series under an Indenture, dated as of August 22, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 indenture (as supplemented, herein called the “Indenture”) dated as of June 1, which term shall have the meaning assigned to it in such instrument), 2011 among the Company, the Guarantors party thereto and Xxxxx Fargo BankSubsidiary Issuer, National AssociationCitibank, N.A., as Trustee indenture agent (herein called the “Indenture Agent,” which term includes any successor Indenture Agent under the Indenture) and Wilmington Trust Company, as trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Trustee Subsidiary Issuer, the Guarantor, the Trustee, the Indenture Agent and the Holders of the Securities Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one a global Security representing $[—] aggregate principal amount at maturity of the series designated Securities. Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Subsidiary Issuer (i) by check mailed to the address of the Person entitled thereto as such address shall appear on the face hereofSecurity Register or (ii) by wire transfer to an account maintained in the United States by the Person entitled to such payment as specified in the Security Register. The Notwithstanding the foregoing, payments of principal, premium, if any, and interest on a global Security registered in the name of a Depositary or its nominee will be made by wire transfer of immediately available funds. Principal paid in relation to any Security of this series at Maturity shall be paid to the Holder of such Security only upon presentation and surrender of such Security to such office or agency referred to above. As provided for in the Indenture, the Subsidiary Issuer may from time to time without notice to, or the consent of, the Holders of the Securities, create and issue additional Securities of this series under the Indenture, equal in rank to the Outstanding Securities of this series in all respects (or in all respects except for the issue price, the payment of interest accruing prior to the issue date of the new Securities of this series and/or the first payment of interest following the issue date of the new Securities of this series) so that the new Securities of this series shall be consolidated and form a single series with the Outstanding Securities of this series and have the same terms as to status, redemption or otherwise as the Outstanding Securities of this series. The Company will pay to the Holder of this Security such Additional Amounts and other amounts as may be payable under Section 1005 of the Indenture. Whenever in this Security there is mentioned, in any context, the payment of principal (or premium, if any), interest or any other amount payable under or with respect to this Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Securities are subject to redemption upon not less than 30 days’ (but not nor more than 60 days’) prior ’ notice, at any time, as a whole or in part, at any time prior to April 15, 2027, at the election of the CompanySubsidiary Issuer, at a Redemption Make-whole Price (expressed as a percentage of defined below) payable on the principal amountdate specified in such notice (the “Optional Redemption Date”) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Securities (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plus, in each case, accrued interest thereon to, but not including, the date of redemption, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. On or after April 15, 2027, the Notes may be redeemed in whole, but not in part, at a redemption price equal 100% of the principal amount of the Notes plus accrued interest thereon to, but not including, the date of redemption.of:
Appears in 1 contract
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August 22June 4, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 2003 (as supplemented, herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the Guarantors party thereto “Guarantor”), and Xxxxx Fargo The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Sixteenth Supplemental Indenture, dated as of May 11, 2023 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,500,000,000 in aggregate principal amount. The This Security is not redeemable prior to September 11, 2033 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture (as amended pursuant to the Sixteenth Supplemental Indenture); the date specified for the Securities of this series, for purposes of said Section 1108, is May 9, 2023. Prior to June 11, 2033 (three months prior to their maturity date) (the “Par Call Date”), the Company may redeem the Securities of this series are subject to redemption upon not less than 30 days’ (but not more than 60 days’) prior noticeat its option, as a in whole or in part, at any time prior and from time to April 15, 2027, at the election of the Companytime, at a Redemption Price redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the principal amount“Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Securities (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plus, in each case, accrued interest thereon to, but not including, the date of redemption, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. On or after April 15, 2027, the Notes may be redeemed in whole, but not in part, at a redemption price equal 100% of the principal amount of the Notes plus accrued interest thereon to, but not including, the date of redemption.of:
Appears in 1 contract
Samples: Sixteenth Supplemental Indenture (Bp Capital Markets America Inc)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August 22June 4, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 2003 (as supplemented, herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the Guarantors party thereto “Guarantor”), and Xxxxx Fargo The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Seventeenth Supplemental Indenture, dated as of January 10, 2024 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,250,000,000 in aggregate principal amount. The This Security is not redeemable prior to April 10, 2029 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture (as amended pursuant to the Seventeenth Supplemental Indenture); the date specified for the Securities of this series, for purposes of said Section 1108, is January 4, 2024. Prior to March 10, 2029 (one month prior to their maturity date) (the “Par Call Date”), the Company may redeem the Securities of this series are subject to redemption upon not less than 30 days’ (but not more than 60 days’) prior noticeat its option, as a in whole or in part, at any time prior and from time to April 15, 2027, at the election of the Companytime, at a Redemption Price redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the principal amount“Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Securities (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plus, in each case, accrued interest thereon to, but not including, the date of redemption, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. On or after April 15, 2027, the Notes may be redeemed in whole, but not in part, at a redemption price equal 100% of the principal amount of the Notes plus accrued interest thereon to, but not including, the date of redemption.of:
Appears in 1 contract
Samples: Seventeenth Supplemental Indenture (Bp Capital Markets America Inc)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August 22June 4, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 2003 (as supplemented, herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the Guarantors party thereto “Guarantor”), and Xxxxx Fargo The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Third Supplemental Indenture, dated as of December 14, 2018 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $998,543,000 in aggregate principal amount. The This Security is not redeemable prior to May 4, 2026 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is December 10, 2018. Prior to February 4, 2026 (the date that is three months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption upon not less than 30 days’ (but not nor more than 60 days’) prior notice’ notice by mail, as a whole or in part, at any time prior and from time to April 15, 2027time, at the election of the Company, at a redemption price (the “Optional Redemption Price (expressed as a percentage of the principal amountPrice”) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on February 4, 2026 (exclusive not including any portion of payments of interest accrued to the date of redemptionredemption (the “Redemption Date”)) discounted to the redemption date Redemption Date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 20 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plustogether with, in each case, accrued and unpaid interest thereon to, but not including, on the date principal amount of redemption, but interest installments whose Stated Maturity is on or prior the Securities of this series to such Redemption Date will be payable redeemed to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the IndentureRedemption Date. On or after April 15February 4, 20272026 (the date that is three months prior to the scheduled maturity date for the Securities), the Notes may be redeemed Securities of this series are subject to redemption, in whole, but not whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the Notes Securities to be redeemed, plus accrued interest and unpaid interest, if any, thereon to, but not includingexcluding, the date of redemption.. For purposes of determining the Optional Redemption Price, the following terms shall apply:
Appears in 1 contract
Samples: Third Supplemental Indenture (Bp Capital Markets America Inc)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August 22, 2011, as supplemented by the first supplemental indenture, dated as of December March 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 2002 (as supplemented, herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the Guarantors party thereto “Guarantor”), and Xxxxx Fargo The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture)) (such Base Indenture as supplemented by the Eighth Supplemental Indenture, dated as of March 10, 2009 the “Indenture”) to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,000,000,000 in aggregate principal amount. This Security is not redeemable prior to the Stated Maturity, except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is March 10, 2009. The Securities of this series are subject to redemption upon not less than 30 days’ (but not nor more than 60 days’) prior notice’ notice by mail, as a whole or in part, at any time prior and from time to April 15, 2027time, at the election of the Company, at a redemption price (the “Optional Make-Whole Redemption Price (expressed as a percentage of the principal amountPrice”) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such the Securities of this series to be redeemed (exclusive not including any portion of payments of interest accrued to the date of redemptionredemption (the “Redemption Date”)) discounted to the redemption date Redemption Date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 30 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plustogether with, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. On or after April 15, 2027, the Notes may be redeemed in whole, but not in part, at a redemption price equal 100% of the principal amount of the Notes plus accrued interest thereon to, but not includingSecurities of this series to be redeemed to the Redemption Date. For purposes of determining the Optional Make-Whole Redemption Price, the date of redemption.following terms shall apply:
Appears in 1 contract
Samples: Eighth Supplemental Indenture (Bp Capital Markets PLC)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August 22June 4, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 2003 (as supplemented, herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the Guarantors party thereto “Guarantor”), and Xxxxx Fargo The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Eighth Supplemental Indenture, dated as of April 6, 2020 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $500,000,000 in aggregate principal amount. The This Security is not redeemable prior to April 6, 2027 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is April 2, 2020. Prior to February 6, 2027 (the date that is two months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption upon not less than 30 days’ (but not nor more than 60 days’) prior notice’ notice by mail, as a whole or in part, at any time prior and from time to April 15, 2027time, at the election of the Company, at a redemption price (the “Optional Redemption Price (expressed as a percentage of the principal amountPrice”) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on February 6, 2027 (exclusive not including any portion of payments of interest accrued to the date of redemptionredemption (the “Redemption Date”)) discounted to the redemption date Redemption Date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 45 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plustogether with, in each case, accrued and unpaid interest thereon to, but not including, on the date principal amount of redemption, but interest installments whose Stated Maturity is on or prior the Securities of this series to such Redemption Date will be payable redeemed to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the IndentureRedemption Date. On or after April 15February 6, 20272027 (the date that is two months prior to the scheduled maturity date for the Securities), the Notes may be redeemed Securities of this series are subject to redemption, in whole, but not whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the Notes Securities to be redeemed, plus accrued interest and unpaid interest, if any, thereon to, but not includingexcluding, the date of redemption.. For purposes of determining the Optional Redemption Price, the following terms shall apply:
Appears in 1 contract
Samples: Eighth Supplemental Indenture (Bp Capital Markets America Inc)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August 22June 4, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 2003 (as supplemented, herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the Guarantors party thereto “Guarantor”), and Xxxxx Fargo The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Third Supplemental Indenture, dated as of December 14, 2018 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $564,953,000 in aggregate principal amount. The This Security is not redeemable prior to September 19, 2022 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is December 10, 2018. Prior to August 19, 2022 (the date that is one month prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption upon not less than 30 days’ (but not nor more than 60 days’) prior notice’ notice by mail, as a whole or in part, at any time prior and from time to April 15, 2027time, at the election of the Company, at a redemption price (the “Optional Redemption Price (expressed as a percentage of the principal amountPrice”) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on August 19, 2022 (exclusive not including any portion of payments of interest accrued to the date of redemptionredemption (the “Redemption Date”)) discounted to the redemption date Redemption Date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 12.5 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plustogether with, in each case, accrued and unpaid interest thereon to, but not including, on the date principal amount of redemption, but interest installments whose Stated Maturity is on or prior the Securities of this series to such Redemption Date will be payable redeemed to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the IndentureRedemption Date. On or after April 15August 19, 20272022 (the date that is one month prior to the scheduled maturity date for the Securities), the Notes may be redeemed Securities of this series are subject to redemption, in whole, but not whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the Notes Securities to be redeemed, plus accrued interest and unpaid interest, if any, thereon to, but not includingexcluding, the date of redemption.. For purposes of determining the Optional Redemption Price, the following terms shall apply:
Appears in 1 contract
Samples: Third Supplemental Indenture (Bp Capital Markets America Inc)
Reverse of Security. This Security security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), ) issued and to be issued in one or more series under an Indenture, dated as of August 22May 18, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 2009 (as supplemented, herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among between the Company, the Guarantors party thereto Company and Xxxxx Fargo Bank, National AssociationNA, as Trustee trustee (herein called the “Trustee”, ,” which term includes any successor trustee under the Indenture), to which the Indenture and all indentures supplemental thereto (including as supplemented by an Officers’ Certificate pursuant thereto) reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof. This Security is not subject to redemption prior to its maturity. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Company on this Security upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall, without the consent of the Holder, alter or impair the right of the Holder, which is absolute and unconditional, to receive payment of principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed, except for Section 113 of the Indenture (which limits interest to the maximum amount permissible by law), the provisions of which are incorporated herein by reference. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to redemption upon not less than 30 days’ (but not more than 60 days’) prior noticecertain limitations therein set forth, as Securities of this series are exchangeable for a whole or in part, at any time prior to April 15, 2027, at the election of the Company, at a Redemption Price (expressed as a percentage of the principal amount) equal to the greater of (i) 100% of the like aggregate principal amount of the Securities called for redemption and (ii) the sum of the present values this series of the remaining scheduled payments of principal and interest on such Securities (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis pointsdifferent authorized denomination, as calculated requested by the Independent Investment Banker upon whom Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any paying agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be entitled to rely conclusively for such purposes, plus, in each case, accrued interest thereon to, but not including, the date of redemption, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable affected by notice to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. On or after April 15, 2027, the Notes may be redeemed in whole, but not in part, at a redemption price equal 100% of the principal amount of the Notes plus accrued interest thereon to, but not including, the date of redemptioncontrary.
Appears in 1 contract
Samples: Indenture (Eog Resources Inc)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August 22June 4, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 2003 (as supplemented, herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the Guarantors party thereto “Guarantor”), and Xxxxx Fargo The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Third Supplemental Indenture, dated as of December 14, 2018 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,101,787,000 in aggregate principal amount. This Security is not redeemable prior to May 10, 2023 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is December 10, 2018. The Securities of this series are subject to redemption upon not less than 30 days’ (but not nor more than 60 days’) prior notice’ notice by mail, as a whole or in part, at any time prior and from time to April 15, 2027time, at the election of the Company, at a redemption price (the “Optional Redemption Price (expressed as a percentage of the principal amountPrice”) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such the Securities of this series to be redeemed (exclusive not including any portion of payments of interest accrued to the date of redemptionredemption (the “Redemption Date”)) discounted to the redemption date Redemption Date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 20 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plustogether with, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. On or after April 15, 2027, the Notes may be redeemed in whole, but not in part, at a redemption price equal 100% of the principal amount of the Notes plus accrued interest thereon to, but not includingSecurities of this series to be redeemed to the Redemption Date. For purposes of determining the Optional Redemption Price, the date of redemption.following terms shall apply:
Appears in 1 contract
Samples: Third Supplemental Indenture (Bp Capital Markets America Inc)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August 22June 4, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 2003 (as supplemented, herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the Guarantors party thereto “Guarantor”), and Xxxxx Fargo The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Eleventh Supplemental Indenture, dated as of February 8, 2021 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,250,000,000 in aggregate principal amount. The This Security is not redeemable prior to February 8, 2061 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture (as amended pursuant to the Eleventh Supplemental Indenture); the date specified for the Securities of this series, for purposes of said Section 1108, is February 3, 2021. Prior to August 8, 2060 (the date that is six months prior to the scheduled maturity date for the Securities), the Securities of this series are subject to redemption upon not less than 30 days’ (but not nor more than 60 days’) prior notice’ notice by mail, as a whole or in part, at any time prior and from time to April 15, 2027time, at the election of the Company, at a redemption price (the “Optional Redemption Price (expressed as a percentage of the principal amountPrice”) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed that would be due if such Securities matured on August 8, 2060 (exclusive not including any portion of payments of interest accrued to the date of redemptionredemption (the “Redemption Date”)) discounted to the redemption date Redemption Date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 25 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plustogether with, in each case, accrued and unpaid interest thereon to, but not including, on the date principal amount of redemption, but interest installments whose Stated Maturity is on or prior the Securities of this series to such Redemption Date will be payable redeemed to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the IndentureRedemption Date. On or after April 15August 8, 20272060 (the date that is six months prior to the scheduled maturity date for the Securities), the Notes may be redeemed Securities of this series are subject to redemption, in whole, but not whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the Notes Securities to be redeemed, plus accrued interest and unpaid interest, if any, thereon to, but not includingexcluding, the date of redemption.. For purposes of determining the Optional Redemption Price, the following terms shall apply:
Appears in 1 contract
Samples: Eleventh Supplemental Indenture (Bp Capital Markets America Inc)
Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of August 22June 4, 2011, as supplemented by the first supplemental indenture, dated as of December 8, 2014, and the second supplemental indenture, dated as of September 1, 2016 2003 (as supplemented, herein called the “Base Indenture”, which term shall have the meaning assigned to it in such instrument), among the Company, as Issuer, BP p.l.c., as Guarantor (herein called the Guarantors party thereto “Guarantor”), and Xxxxx Fargo The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) (such Base Indenture as supplemented by the Third Supplemental Indenture, dated as of December 14, 2018 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations limitation of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $1,399,835,000 in aggregate principal amount. This Security is not redeemable prior to May 6, 2022 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is December 10, 2018. The Securities of this series are subject to redemption upon not less than 30 days’ (but not nor more than 60 days’) prior notice’ notice by mail, as a whole or in part, at any time prior and from time to April 15, 2027time, at the election of the Company, at a redemption price (the “Optional Redemption Price (expressed as a percentage of the principal amountPrice”) equal to the greater of (i) 100% of the principal amount of the Securities called for redemption of this series to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such the Securities of this series to be redeemed (exclusive not including any portion of payments of interest accrued to the date of redemptionredemption (the “Redemption Date”)) discounted to the redemption date Redemption Date on a semi-annual basis (assuming a 360-day calendar year consisting of twelve 30-day months) at the Treasury Rate plus 50 20 basis points, as calculated by the Independent Investment Banker upon whom the Company, the Trustee and any paying agent shall be entitled to rely conclusively for such purposes, plustogether with, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. On or after April 15, 2027, the Notes may be redeemed in whole, but not in part, at a redemption price equal 100% of the principal amount of the Notes plus accrued interest thereon to, but not includingSecurities of this series to be redeemed to the Redemption Date. For purposes of determining the Optional Redemption Price, the date of redemption.following terms shall apply:
Appears in 1 contract
Samples: Third Supplemental Indenture (Bp Capital Markets America Inc)