Common Contracts
295 similar Registration Rights Agreement contracts by Cheniere Energy Partners, L.P., Berkshire Hathaway Energy Co, AEP Texas Inc., others
CHENIERE ENERGY PARTNERS, L.P. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2024 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
CHENIERE ENERGY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2024 • Cheniere Energy, Inc. • Natural gas distribution • New York
Cheniere Energy, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BBVA Securities Inc., Mizuho Securities USA LLC, Scotia Capital (USA) Inc. and Truist Securities, Inc. and the initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), for whom Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BBVA Securities Inc., Mizuho Securities USA LLC, Scotia Capital (USA) Inc. and Truist Securities, Inc. are acting as Representatives, upon the terms set forth in the purchase agreement dated March 5, 2024 (the “Purchase Agreement”), by and between the Issuer and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BBVA Securities Inc., Mizuho Securities USA LLC, Scotia Capital (USA) Inc. and Truist Securities, Inc., as Representatives of the Initial Purchasers, $1,500,000,000 aggregate principal amount of its 5.650% Senior Notes due 2034 (the “Initial Securities”) to be unconditionally g
CHENIERE ENERGY PARTNERS, L.P. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2023 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
Cheniere Energy Partners, L.P. a Delaware limited partnership (the “Issuer”), proposes to issue and sell to Morgan Stanley & Co. LLC and the initial purchasers named in Schedule A attached hereto (collectively, the “Initial Purchasers”), for whom Morgan Stanley & Co. LLC is acting as representative, upon the terms set forth in a purchase agreement dated June 6, 2023 (the “Purchase Agreement”) by and among the Issuer, Cheniere Energy Investments, LLC (“Cheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), Cheniere Creole Trail Pipeline, L.P. (“CTPL”) and Cheniere Pipeline GP Interests, LLC (“CTPL GP”) and the Initial Purchasers, $1,400,000,000 aggregate principal amount of its 5.95% Senior Notes due 2033 (the “Initial Securities”) to be unconditionally guaranteed in accordance with the guarantee terms set forth in the Indenture (as defined below) by each of the Issuer’s subsidiari
1,000,000,000 4.600% SENIOR NOTES DUE 2053 BERKSHIRE HATHAWAY ENERGY COMPANY REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2022 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • New York
Berkshire Hathaway Energy Company, an Iowa corporation (the “Company”), proposes to issue and sell to Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc. (the “Representatives”) and the other Initial Purchasers named in the Purchase Agreement described below (collectively with the Representatives, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated as of April 19, 2022 (the “Purchase Agreement”), $1,000,000,000 principal amount of its 4.600% Senior Notes due 2053 (the “Initial Securities”). The Initial Securities will be issued pursuant to that certain Indenture, dated as of October 4, 2002, as amended by Article IV of the Second Supplemental Indenture thereto, dated as of May 16, 2003, as further amended by Article IV of the Fourth Supplemental Indenture thereto, dated as of March 24, 2006, as further amended by Article IV of the Fifth Supplemental Indenture theret
Sabine Pass Liquefaction, LLC US$430,000,000 5.900% Senior Secured Amortizing Notes due 2037 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2022 • Sabine Pass Liquefaction, LLC • Natural gas distribution • New York
Sabine Pass Liquefaction, LLC a Delaware limited liability company (the “Issuer”), proposes to issue and sell to Goldman Sachs & Co. LLC and the initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), for whom Goldman Sachs & Co. LLC is acting as Representative, upon the terms set forth in a purchase agreement dated November 14, 2022 (the “Purchase Agreement”), by and among the Issuer and the Initial Purchasers, US$430,000,000 aggregate principal amount of its 5.900% Senior Secured Amortizing Notes due 2037 (the “Initial Securities”) to be unconditionally guaranteed by all of its future domestic restricted subsidiaries (such subsidiaries, if any, the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an indenture, dated as of February 1, 2013 (the “Base Indenture”), among the Issuer, any Guarantors that may become a party thereto and The Bank of New York Mellon, as trustee (the “Trustee”), as sup
AMERICAN EXPRESS COMPANY REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2022 • American Express Co • Finance services • New York
CHENIERE ENERGY PARTNERS, L.P. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2021 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
Cheniere Energy Partners, L.P. a Delaware limited partnership (the “Issuer”), proposes to issue and sell to RBC Capital Markets, LLC and the initial purchasers named in Schedule A attached hereto (collectively, the “Initial Purchasers”), for whom RBC Capital Markets, LLC is acting as Representative, upon the terms set forth in a purchase agreement dated September 13, 2021 (the “Purchase Agreement”) by and among the Issuer, Cheniere Energy Investments, LLC (“Cheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), Cheniere Creole Trail Pipeline, L.P. (“CTPL”) and Cheniere Pipeline GP Interests, LLC (“CTPL GP”, together with Cheniere Energy Investments, SPLNG GP, SPLNG, Sabine Pass Tug Services and CTPL, the “Initial Guarantors”) and the Initial Purchasers, $1,200,000,000 aggregate principal amount of its 3.250% Senior Notes due 2032 (the “Initial Securities”) to be unconditionally gu
CHENIERE CORPUS CHRISTI HOLDINGS, LLC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2021 • Cheniere Corpus Christi Holdings, LLC • Natural gas distribution • New York
Cheniere Corpus Christi Holdings, LLC a Delaware limited liability company (the “Issuer”), proposes to issue and sell to Morgan Stanley & Co. LLC and the initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), for whom Morgan Stanley & Co. LLC is acting as Representative, upon the terms set forth in a purchase agreement dated August 17, 2021 (the “Purchase Agreement”) by and among the Issuer, Corpus Christi Liquefaction, LLC (“CCL”), Cheniere Corpus Christi Pipeline, L.P. (“CCP”), Corpus Christi Pipeline GP, LLC (“CCP GP”, together with CCL and CCP, the “Initial Guarantors”) and the Initial Purchasers, $750,000,000 aggregate principal amount of its 2.742% Senior Secured Notes due 2039 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by the Initial Guarantors and any subsidiary of the Issuer formed or acquired after the date hereof that executes an additional guarantee in accordance with the terms of the Indenture (as defined
700,000,000 1.250% SENIOR NOTES DUE 2024 $700,000,000 1.750% SENIOR NOTES DUE 2026 $600,000,000 2.375% SENIOR NOTES DUE 2028 $500,000,000 2.650% SENIOR NOTES DUE 2031 SYNNEX CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2021 • Synnex Corp • Wholesale-computers & peripheral equipment & software • New York
SYNNEX Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (the “Representative”) and the other initial purchasers named in Schedule I to the Purchase Agreement (collectively with the Representative, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated as of July 29, 2021 (the “Purchase Agreement”), $700,000,000 principal amount of its 1.250% Senior Notes due 2024 (the “Initial 2024 Notes”), $700,000,000 principal amount of its 1.750% Senior Notes due 2026 (the “Initial 2026 Notes”), $600,000,000 principal amount of its 2.375% Senior Notes due 2028 (the “Initial 2028 Notes”) and $500,000,000 principal amount of its 2.650% Senior Notes due 2031 (the “Initial 2031 Notes” and, together with the Initial 2024 Notes, the Initial 2026 Notes and the Initial 2028 Notes, the “Initial Securities”). The Initial Securities will be issued pursuant to that certain Indenture, dated as of August 9, 2021, as suppl
CHENIERE ENERGY PARTNERS, L.P. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2021 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
Cheniere Energy Partners, L.P. a Delaware limited partnership (the “Issuer”), proposes to issue and sell to J.P. Morgan Securities LLC and the initial purchasers named in Schedule A attached hereto (collectively, the “Initial Purchasers”), for whom J.P. Morgan Securities LLC is acting as Representative, upon the terms set forth in a purchase agreement dated February 25, 2021 (the “Purchase Agreement”) by and among the Issuer, Cheniere Energy Investments, LLC (“Cheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), Cheniere Creole Trail Pipeline, L.P. (“CTPL”) and Cheniere Pipeline GP Interests, LLC (“CTPL GP”, together with Cheniere Energy Investments, SPLNG GP, SPLNG, Sabine Pass Tug Services and CTPL, the “Initial Guarantors”) and the Initial Purchasers, $1,500,000,000 aggregate principal amount of its 4.000% Senior Notes due 2031 (the “Initial Securities”) to be unconditionally
1,250,000,000 4.050% Senior Notes due 2025 BERKSHIRE HATHAWAY ENERGY COMPANY REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2021 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • New York
Berkshire Hathaway Energy Company, an Iowa corporation (the “Company”), proposes to issue and sell to Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (the “Representatives”) and the other Initial Purchasers named in the Purchase Agreement described below (collectively with the Representatives, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated as of March 20, 2020 (the “Purchase Agreement”), $1,250,000,000 principal amount of its 4.050% Senior Notes due 2025 (the “Initial Securities”). The Initial Securities will be issued pursuant to that certain Indenture, dated as of October 4, 2002, as amended by Article IV of the Second Supplemental Indenture thereto, dated as of May 16, 2003, as further amended by Article IV of the Fourth Supplemental Indenture thereto, dated as of March 24, 2006, as further amended by Article IV of the Fifth Supplemental Indenture thereto, dated as of May 11, 2007, a
500,000,000 1.650% SENIOR NOTES DUE 2031 $1,500,000,000 2.850% SENIOR NOTES DUE 2051 BERKSHIRE HATHAWAY ENERGY COMPANY REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2021 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • New York
Berkshire Hathaway Energy Company, an Iowa corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, U.S. Bancorp Investments Inc., and Wells Fargo Securities, LLC (the “Representatives”) and the other Initial Purchasers named in the Purchase Agreement described below (collectively with the Representatives, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated as of October 27, 2020 (the “Purchase Agreement”), $500,000,000 principal amount of its 1.650% Senior Notes due 2031 (the “Initial 2031 Notes”) and $1,500,000,000 principal amount of its 2.850% Senior Notes due 2051 (the “Initial 2051 Notes” and, together with the Initial 2031 Notes, the “Initial Securities”). The Initial Securities will be issued pursuant to that certain Indenture, dated as of October 4, 2002, as amended by Article IV of the Second Supplemental Indenture thereto, dated as of May 16, 2003, as furthe
650,000,000 1.730% SENIOR NOTES DUE 2031 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2020 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
Baxter International Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (“BofA”), Deutsche Bank Securities Inc. (“DB”) and J.P. Morgan Securities LLC (“J.P. Morgan”) and the other initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), for whom BofA, DB and J.P. Morgan are acting as representatives (in such capacity, collectively, the “Representatives”), upon the terms set forth in a purchase agreement dated October 29, 2020 (the “Purchase Agreement”) by and among the Company and the Representatives, $650,000,000 aggregate principal amount of its 1.730% Senior Notes due 2031 (the “Initial Securities”). The Initial Securities will be issued pursuant to an indenture, dated as of March 26, 2020 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a second supplemental indenture, dated November 2, 2020, between the Company
CHENIERE ENERGY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2020 • Cheniere Energy, Inc. • Natural gas distribution • New York
Cheniere Energy, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC and the initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), for whom Credit Suisse Securities (USA) LLC is acting as Representative, upon the terms set forth in the purchase agreement dated September 15, 2020 (the “Purchase Agreement”), by and between the Issuer and Credit Suisse Securities (USA) LLC, as Representative of the Initial Purchasers, $2,000,000,000 aggregate principal amount of its 4.625% Senior Secured Notes due 2028 (the “Initial Securities”) to be unconditionally guaranteed in the future by all of its future subsidiaries (with the exception of Sabine Pass Liquefaction, LLC) that guarantee any of the Issuer’s Material Indebtedness (as defined in the Indenture (as defined below)) (such subsidiaries, if any, the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursu
Sabine Pass Liquefaction, LLC US$2,000,000,000 4.500% Senior Secured Notes due 2030 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2020 • Sabine Pass Liquefaction, LLC • Natural gas distribution • New York
Sabine Pass Liquefaction, LLC a Delaware limited liability company (the “Issuer”), proposes to issue and sell to Morgan Stanley & Co. LLC and the initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), for whom Morgan Stanley & Co. LLC is acting as Representative, upon the terms set forth in a purchase agreement dated May 5, 2020 (the “Purchase Agreement”), by and among the Issuer and the Initial Purchasers, US$2,000,000,000 aggregate principal amount of its 4.500% Senior Secured Notes due 2030 (the “Initial Securities”) to be unconditionally guaranteed by all of its future domestic restricted subsidiaries (such subsidiaries, if any, the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an indenture, dated as of February 1, 2013 (the “Base Indenture”), among the Issuer, any Guarantors that may become a party thereto and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by
EXECUTION VERSION CHENIERE ENERGY PARTNERS, L.P. REGISTRATION RIGHTS AGREEMENT September 18, 2017 Credit Suisse Securities (USA) LLC as Representative of the Initial Purchasers c/o Credit Suisse Securities (USA) LLC New York, New York 10010 Ladies and...Registration Rights Agreement • May 5th, 2020 • New York
Cheniere Energy Partners, L.P. a Delaware limited partnership (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC and the initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), for whom Credit Suisse Securities (USA) LLC is acting as Representative, upon the terms set forth in a purchase agreement dated September 12, 2017 (the “Purchase Agreement”) by and among the Issuer, Cheniere Energy Investments, LLC (“Cheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), Sabine Pass LNG-LP, LLC (“SPL Member”), Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), Cheniere Creole Trail Pipeline, L.P. (“CTPL”) and Cheniere Pipeline GP Interests, LLC (“CTPL GP”, together with Cheniere Energy Investments, SPLNG GP, SPL Member, SPLNG, Sabine Pass Tug Services and CTPL, the “Initial Guarantors”) and the Initial Purchasers, $1,500,000,000 aggregate principal amount of its 5.250% Senior Not
BAXTER INTERNATIONAL INC. $750,000,000 3.750% SENIOR NOTES DUE 2025 $500,000,000 3.950% SENIOR NOTES DUE 2030Registration Rights Agreement • March 27th, 2020 • Baxter International Inc • Surgical & medical instruments & apparatus • New York
Baxter International Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”), Goldman Sachs & Co. LLC (“Goldman Sachs”) and J.P. Morgan Securities LLC (“J.P. Morgan”) and the initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), for whom Citigroup, Goldman Sachs and J.P. Morgan are acting as representatives (in such capacity, collectively, the “Representatives”), upon the terms set forth in a purchase agreement dated March 24, 2020 (the “Purchase Agreement”) by and among the Company and the Representatives, $750,000,000 aggregate principal amount of its 3.750% Senior Notes due 2025 (the “Initial 2025 Securities”) and $500,000,000 aggregate principal amount of its 3.950% Senior Notes due 2030 (the “Initial 2030 Securities” and, together with the Initial 2025 Securities, the “Initial Securities”). The Initial Securities will be issued pursuant to an indenture, dated as of March 26, 2020 (the
PBF Holding Company LLC PBF Finance Corporation REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 24th, 2020 • PBF Energy Co LLC • Petroleum refining • New York
PBF Holding Company LLC, a Delaware limited liability company (“PBF”), and PBF Finance Corporation, a Delaware corporation and wholly owned subsidiary of PBF (the “Co-Issuer” and together with PBF, the “Issuers”), propose to issue and sell to the several initial purchasers named in Schedule A to the Purchase Agreement referred to below (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of January 16, 2020 (the “Purchase Agreement”), $1,000,000,000 aggregate principal amount of their 6.00% Senior Notes due 2028 (the “Initial Securities”) to be unconditionally guaranteed by PBF Services Company LLC, PBF Investments LLC, Delaware City Refining Company LLC, PBF Power Marketing LLC, Paulsboro Refining Company LLC, Toledo Refining Company LLC, PBF International Inc., Chalmette Refining, L.L.C., PBF Energy Western Region LLC, Torrance Refining Company LLC and Torrance Logistics Company LLC (collectively, the “Guarantors” and together with the I
CHENIERE CORPUS CHRISTI HOLDINGS, LLC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2019 • Cheniere Corpus Christi Holdings, LLC • Natural gas distribution • New York
Cheniere Corpus Christi Holdings, LLC a Delaware limited liability company (the “Issuer”), proposes to issue and sell to BofA Securities, Inc. and the initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), for whom BofA Securities, Inc. is acting as Representative, upon the terms set forth in a purchase agreement dated November 6, 2019 (the “Purchase Agreement”) by and among the Issuer, Corpus Christi Liquefaction, LLC (“CCL”), Cheniere Corpus Christi Pipeline, L.P. (“CCP”), Corpus Christi Pipeline GP, LLC (“CCP GP”, together with CCL and CCP, the “Initial Guarantors”) and the Initial Purchasers, $1,500,000,000 aggregate principal amount of its 3.700% Senior Secured Notes due 2029 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by the Initial Guarantors and any subsidiary of the Issuer formed or acquired after the date hereof that executes an additional guarantee in accordance with the terms of the Indenture (as defined he
CHENIERE ENERGY PARTNERS, L.P. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2019 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
Cheniere Energy Partners, L.P. a Delaware limited partnership (the “Issuer”), proposes to issue and sell to RBC Capital Markets, LLC and the initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), for whom RBC Capital Markets, LLC is acting as Representative, upon the terms set forth in a purchase agreement dated September 9, 2019 (the “Purchase Agreement”) by and among the Issuer, Cheniere Energy Investments, LLC (“Cheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), Cheniere Creole Trail Pipeline, L.P. (“CTPL”) and Cheniere Pipeline GP Interests, LLC (“CTPL GP”, together with Cheniere Energy Investments, SPLNG GP, SPLNG, Sabine Pass Tug Services and CTPL, the “Initial Guarantors”) and the Initial Purchasers, $1,500,000,000 aggregate principal amount of its 4.500% Senior Notes due 2029 (the “Initial Securities”) to be unconditionally guaranteed (
CREDIT ACCEPTANCE CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2019 • Credit Acceptance Corp • Personal credit institutions • New York
Credit Acceptance Corporation, a Michigan corporation (the “Issuer”), proposes to issue and sell to Wells Fargo, as representative of the initial purchasers set forth on Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated March 5, 2019 (the “Purchase Agreement”), $400,000,000 aggregate principal amount of its 6.625% Senior Notes due 2026 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by Buyers Vehicle Protection Plan, Inc. and Vehicle Remarketing Services, Inc. (the “Guarantors” and, together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of March 7, 2019, as amended or supplemented (the “Indenture”), among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (incl
1,000,000,000 4.450% Senior Notes due 2049 BERKSHIRE HATHAWAY ENERGY COMPANY REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2018 • Berkshire Hathaway Energy Co • Electric, gas & sanitary services • New York
Berkshire Hathaway Energy Company, an Iowa corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC (the “Representatives”) and the other Initial Purchasers named in the Purchase Agreement described below (collectively with the Representatives, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated as of July 23, 2018 (the “Purchase Agreement”), $1,000,000,000 aggregate principal amount of its 4.450% Senior Notes due 2049 (the “Initial Securities”). The Initial Securities will be issued pursuant to that certain Indenture, dated as of October 4, 2002, as amended by Article IV of the Second Supplemental Indenture thereto, dated as of May 16, 2003, as further amended by Article IV of the Fourth Supplemental Indenture thereto, dated as of March 24, 2006, as further amended by Article IV of the Fifth Supplemental Indenture thereto, dated as of Ma
MATADOR RESOURCES COMPANY REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2018 • Matador Resources Co • Crude petroleum & natural gas • New York
Matador Resources Company, a Texas corporation (the “Issuer”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other several Initial Purchasers named in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated October 1, 2018 (the “Purchase Agreement”), $300,000,000 aggregate principal amount of its 5.875% Senior Notes due 2026 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by certain of the Issuer’s subsidiaries who are signatories hereto as guarantors (collectively, the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of August 21, 2018 (the “Indenture”), by and among the Issuer, the Guarantors and Wells Fargo Bank, National Association (the “Trustee”).
DIAMONDBACK ENERGY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2018 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
Diamondback Energy, Inc. (the “Issuer”) proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Capital One Securities, Inc., Scotia Capital (USA) Inc., BOK Financial Securities, Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, CIBC World Markets Corp., ING Financial Markets LLC, PNC Capital Markets LLC, SunTrust Robinson Humphrey, Inc., U.S. Bancorp Investments, Inc., Commonwealth Bank of Australia, IBERIA Capital Partners L.L.C. and West Texas National Bank (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated September 18, 2018 (the “Purchase Agreement”), $750,000,000 aggregate principal amount of its 4.750% Senior Notes due 2024 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by Diamondback Energy O&G LLC and Diamondback Energ
CHENIERE ENERGY PARTNERS, L.P. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2018 • Cheniere Energy Partners, L.P. • Natural gas distribution • New York
Cheniere Energy Partners, L.P. a Delaware limited partnership (the “Issuer”), proposes to issue and sell to J.P. Morgan Securities LLC and the initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), for whom J.P. Morgan Securities LLC is acting as Representative, upon the terms set forth in a purchase agreement dated September 6, 2018 (the “Purchase Agreement”) by and among the Issuer, Cheniere Energy Investments, LLC (“Cheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), Cheniere Creole Trail Pipeline, L.P. (“CTPL”) and Cheniere Pipeline GP Interests, LLC (“CTPL GP”, together with Cheniere Energy Investments, SPLNG GP, SPLNG, Sabine Pass Tug Services and CTPL, the “Initial Guarantors”), Sabine Pass LNG-LP, LLC (“SPL Member”) and the Initial Purchasers, $1,100,000,000 aggregate principal amount of its 5.625% Senior Notes due 2026 (the “Initial Sec
MATADOR RESOURCES COMPANY REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2018 • Matador Resources Co • Crude petroleum & natural gas • New York
Matador Resources Company, a Texas corporation (the “Issuer”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other several Initial Purchasers named in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated August 7, 2018 (the “Purchase Agreement”), $750,000,000 aggregate principal amount of its 5.875% Senior Notes due 2026 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by certain of the Issuer’s subsidiaries who are signatories hereto as guarantors (collectively, the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of August 21, 2018 (the “Indenture”), by and among the Issuer, the Guarantors and Wells Fargo Bank, National Association (the “Trustee”).
CALLON PETROLEUM COMPANY 6.375% SENIOR NOTES DUE 2026 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2018 • Callon Petroleum Co • Crude petroleum & natural gas • New York
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AEP Texas inc. $500,000,000 3.950% Senior Notes, Series E due 2028 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2018 • AEP Texas Inc. • Electric services • New York
AEP Texas Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to BNP Paribas Securities Corp. (“BNP Paribas”), Citigroup Global Markets Inc. (“Citigroup”) and MUFG Securities Americas Inc. (“MUFG”) and the other several purchasers named in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), for whom BNP Paribas, Citigroup and MUFG are acting as representatives, upon the terms set forth in a purchase agreement dated May 14, 2018 (the “Purchase Agreement”), U.S. $500,000,000 principal amount of its 3.950% Senior Notes, Series E due 2028 (the “Initial Securities”). The Initial Securities will be issued pursuant to an Indenture, dated as of September 1, 2017 (the “Original Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented and as further supplemented by the Second Supplemental Indenture, dated as of May 17,
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2018 • Appalachian Power Co • Electric services • New York
AEP Transmission Company, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”), Mizuho Securities USA LLC (“Mizuho”) and MUFG Securities Americas Inc. (“MUFG”) and the other several purchasers named in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), for whom Citigroup, Mizuho and MUFG are acting as representatives, upon the terms set forth in a purchase agreement dated September 25, 2017 (the “Purchase Agreement”), U.S. $125,000,000 principal amount of its Series D Senior Notes, 3.10% due 2026 (the “2026 Notes”) and U.S. $500,000,000 principal amount of its Series H Senior Notes, 3.75% due 2047 (the “2047 Notes”, and together with the 2026 Notes, the “Initial Securities”). The Initial Securities will be issued pursuant to an Indenture, dated as of November 1, 2016 (the “Original Indenture”) between the Company and The
HALCÓN RESOURCES CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2018 • Halcon Resources Corp • Crude petroleum & natural gas • New York
Halcón Resources Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to J.P. Morgan Securities LLC, on behalf of itself and as representative of the initial purchasers identified on Schedule 1 to the Purchase Agreement (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated February 7, 2018 (the “Purchase Agreement”), $200,000,000 aggregate principal amount of its 6.75% Senior Notes due 2025 (the “New Securities”) to be unconditionally guaranteed (the “Guarantees”) by certain of the Issuer’s subsidiaries who are signatories hereto as guarantors (collectively, the “Guarantors” and together with the Issuer, the “Company”). The New Securities will be issued pursuant to an Indenture, dated as of February 16, 2017, by and among the Issuer, the Guarantors named therein and U.S. Bank National Association (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of July 24, 2017, and as further su
DIAMONDBACK ENERGY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2018 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
Diamondback Energy, Inc. (the “Issuer”) proposes to issue and sell to Wells Fargo Securities, LLC, Goldman Sachs & Co., Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., Capital One Securities, Inc., SunTrust Robinson Humphrey, Inc., U.S. Bancorp Investments, Inc., PNC Capital Markets LLC, Commonwealth Bank of Australia, ING Financial Markets, LLC, BB&T Capital Markets, a division of BB&T Securities, LLC, BOK Financial Securities, Inc., CIBC World Markets Corp., IBERIA Capital Partners L.L.C. and West Texas National Bank (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated January 24, 2018 (the “Purchase Agreement”), $300,000,000 aggregate principal amount of its 5.375% Senior Notes due 2025 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by Diamondback Energy O&G LLC and Diamondback Energy
H&E EQUIPMENT SERVICES, INC. 5.6250% Senior Notes due 2025 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2017 • H&E Equipment Services, Inc. • Services-miscellaneous equipment rental & leasing • New York
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REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2017 • AEP Texas Inc. • New York
AEP Texas Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC (“Credit Suisse”), J.P. Morgan Securities LLC (“J.P. Morgan”) and RBC Capital Markets, LLC (“RBC”) and the other several purchasers named in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), for whom Credit Suisse, J.P. Morgan and RBC are acting as representatives, upon the terms set forth in a purchase agreement dated September 19, 2017 (the “Purchase Agreement”), U.S. $400,000,000 principal amount of its Series A Senior Notes, 2.40% due 2022 (the “2022 Notes”) and U.S. $300,000,000 principal amount of its Series B Senior Notes, 3.80% due 2047 (the “2047 Notes”, and together with the 2022 Notes, the “Initial Securities”). The Initial Securities will be issued pursuant to an Indenture, dated as of September 1, 2017, (collectively, the “Supplemental Indenture” and the indenture as
CENOVUS ENERGY INC. US$1,200,000,000 Aggregate Principal Amount of 4.25% Senior Notes due 2027 US$700,000,000 Aggregate Principal Amount of 5.25% Senior Notes due 2037 US$1,000,000,000 Aggregate Principal Amount of 5.40% Senior Notes due 2047...Registration Rights Agreement • November 8th, 2017 • Cenovus Energy Inc. • Crude petroleum & natural gas • New York
Cenovus Energy Inc., a corporation organized under the laws of Canada (the “Company”), proposes to issue and sell, upon the terms set forth in a purchase agreement dated as of April 4, 2017 (the “Purchase Agreement”), US$1,200,000,000 aggregate principal amount of its 4.25% Senior Notes due 2027 (the “Initial 2027 Securities”), US$700,000,000 aggregate principal amount of its 5.25% Senior Notes due 2037 (the “Initial 2037 Securities”) and US$1,000,000,000 aggregate principal amount of its 5.40% Senior Notes due 2047 (the “Initial 2047 Securities,” and together with the Initial 2027 Securities and the Initial 2037 Securities, the “Initial Securities”) to the initial purchasers named in Schedule A to the Purchase Agreement (collectively, the “Initial Purchasers”), for whom J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives. The Initial Securities will be issued pursuant to an Indenture, dated as of Apr
GULFPORT ENERGY CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2017 • Gulfport Energy Corp • Crude petroleum & natural gas • New York
Gulfport Energy Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., KeyBanc Capital Markets Inc., PNC Capital Markets LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, BBVA Securities Inc., U.S. Bancorp Investments, Inc., Commonwealth Bank of Australia, ABN AMRO Securities (USA) LLC, BOK Financial Securities, Inc., CIBC World Markets Corp., Fifth Third Securities, Inc., IBERIA Capital Partners L.L.C., Morgan Stanley & Co. LLC and Samuel A. Ramirez & Company, Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated October 11, 2017 (the “Purchase Agreement”), $450,000,000 aggregate principal amount of its 6.375% Senior Notes due 2026 (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by each subsidiary listed on Schedule A hereto (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities wi
