RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors have duly authorized, executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, and the Guarantee by each of the Subsidiary Guarantors of the Securities, as the Base Indenture provides. Section 901(7) of the Base Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of Securities, to establish the form or terms of any Security as permitted by Sections 201 and 301 of the Base Indenture. The Company, certain of the Subsidiary Guarantors and the Trustee have entered into a First Supplemental Indenture dated as of September 18, 2009 to establish the form and terms of the initial series of Securities, designated as the 8.625% Senior Notes due 2017 in an aggregate principal amount of $350,000,000, and by virtue of the Second Supplemental Indenture dated as of November 3, 2010, two additional Subsidiaries of the Company, Concho Oil & Gas LLC and COG Holdings LLC, have been added as Subsidiary Guarantors of the 8.625% Senior Notes due 2017. Pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide for the issuance, of a series of senior notes designated as 7.0% Senior Notes due 2021 in an aggregate principal amount of $600,000,000 (the “Initial Notes”). From time to time subsequent to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the “Additional Notes” and, together with the Initial Notes, the “Notes”), pursuant to this Supplemental Indenture. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Supplemental Indenture to provide for its full, unconditional and joint and several Guarantee of the Notes to the extent provided in or pursuant to the Indenture. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and all things necessary have been done to make the Subsidiary Guarantees thereof, when the Notes have been executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Subsidiary Guarantors. All things necessary to make this Supplemental Indenture a valid agreement of each of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.
Appears in 1 contract
Samples: Third Supplemental Indenture (Concho Resources Inc)
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors have duly authorized, executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, and the Guarantee by each of the Subsidiary Guarantors of the Securities, as the Base Indenture provides. Section 901(7) of the Base Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of Securities, to establish the form or terms of any Security as permitted by Sections 201 and 301 of the Base Indenture. The Company, certain of the Subsidiary Guarantors and the Trustee have entered into (i) a First Supplemental Indenture dated as of September 18, 2009 to establish the form and terms of the initial series of Securities, designated as the 8.625% Senior Notes due 2017 in an aggregate principal amount of $350,000,000, and by virtue of the (ii) a Second Supplemental Indenture dated as of November 3, 2010, 2010 to add two additional Subsidiaries of the Company, Concho Oil & Gas LLC and COG Holdings LLC, have been added as Subsidiary Guarantors of the 8.625% Senior Notes due 2017, (iii) a Third Supplemental Indenture dated as of December 14, 2010 to establish the form and terms of the 7.0% Senior Notes due 2021 in an aggregate principal amount of $600,000,000, (iv) a Fourth Supplemental Indenture dated as of May 23, 2011 to establish the form and terms of the 6.5% Senior Notes due 2022 in an aggregate principal amount of $600,000,000, (v) a Fifth Supplemental Indenture dated as of December 12, 2011 to add three additional Subsidiaries of the Company, COG Acreage LP, COG Production LLC and Delaware River SWD LLC, as Subsidiary Guarantors of the 8.625% Senior Notes due 2017, the 7.0% Senior Notes due 2021 and the 6.5% Senior Notes due 2022, (vi) a Sixth Supplemental Indenture dated as of March 12, 2012 to establish the form and terms of the 5.5% Senior Notes due 2022 in an aggregate principal amount of $600,000,000, (vii) a Seventh Supplemental Indenture dated as of August 17, 2012 to establish the form and terms of the 5.5% Senior Notes due 2023 in an aggregate principal amount of $700,000,000, (viii) an Eighth Supplemental Indenture dated as of June 3, 2013 to amend the terms of the 8.625% Senior Notes due 2017, (ix) a Ninth Supplemental Indenture dated as of October 11, 2016 to add one additional Subsidiary of the Company as a Subsidiary Guarantor of the 6.5% Senior Notes due 2022, the 5.5% Senior Notes due 2022 and the 5.5% Senior Notes due 2023, (x) a Tenth Supplemental Indenture dated as of December 28, 2016 to establish the form and terms of the 4.375% Senior Notes due 2025 in an aggregate principal amount of $600,000,000, (xi) an Eleventh Supplemental Indenture dated as of January 25, 2017 to add one additional Subsidiary of the Company, Mongoose Minerals LLC, as a Subsidiary Guarantor of the 5.5% Senior Notes due 2022, the 5.5% Senior Notes due 2023 and the 4.375% Senior Notes due 2025, (xii) a Twelfth Supplemental Indenture dated as of September 26, 2017 to establish the form and terms of the 3.750% Senior Notes due 2027 in an aggregate principal amount of $1,000,000,000, and (xiii) a Thirteenth Supplemental Indenture dated as of September 26, 2017 to establish the form and terms of the 4.875% Senior Notes due 2047 in an aggregate principal amount of $800,000,000. Pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide for the issuance, of a series of senior notes designated as 7.04.300% Senior Notes due 2021 2028 in an aggregate principal amount of $600,000,000 1,000,000,000 (the “Initial Notes”). From time to time subsequent to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the “Additional Notes” and, together with the Initial Notes, the “Notes”), pursuant to this Supplemental Indenture. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Supplemental Indenture to provide for its full, unconditional and joint and several Guarantee of the Notes to the extent provided in or pursuant to the Indenture. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and all things necessary have been done to make the Subsidiary Guarantees thereof, when the Notes have been executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Subsidiary Guarantors. All things necessary to make this Supplemental Indenture a valid agreement of each of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.
Appears in 1 contract
Samples: Fourteenth Supplemental Indenture (Concho Resources Inc)
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors have duly authorized, executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, and the Guarantee by each of the Subsidiary Guarantors of the Securities, as the Base Indenture provides. Section 901(7) of the Base Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of Securities, to establish the form or terms of any Security as permitted by Sections 201 and 301 of the Base Indenture. The Company, certain of the Subsidiary Guarantors and the Trustee have entered into (i) a First Supplemental Indenture dated as of September 18, 2009 to establish the form and terms of the initial series of Securities, designated as the 8.625% Senior Notes due 2017 in an aggregate principal amount of $350,000,000, and by virtue of the (ii) a Second Supplemental Indenture dated as of November 3, 2010, 2010 to add two additional Subsidiaries of the Company, Concho Oil & Gas LLC and COG Holdings LLC, have been added as Subsidiary Guarantors of the 8.625% Senior Notes due 2017, (iii) a Third Supplemental Indenture dated as of December 14, 2010 to establish the form and terms of the 7.0% Senior Notes due 2021 in an aggregate principal amount of $600,000,000, (iv) a Fourth Supplemental Indenture dated as of May 23, 2011 to establish the form and terms of the 6.5% Senior Notes due 2022 in an aggregate principal amount of $600,000,000, (v) a Fifth Supplemental Indenture dated as of December 12, 2011 to add three additional Subsidiaries of the Company, COG Acreage LP, COG Production LLC and Delaware River SWD, LLC, as Subsidiary Guarantors of the 8.625% Senior Notes due 2017, the 7.0% Senior Notes due 2021 and the 6.5% Senior Notes due 2022, (vi) a Sixth Supplemental Indenture dated as of March 12, 2012 to establish and form the terms of the 5.5% Senior Notes due 2022 in an aggregate principal amount of $600,000,000, (vii) a Seventh Supplemental Indenture dated as of August 17, 2012 to establish the form and terms of the 5.5% Senior Notes due 2023 in an aggregate principal amount of $700,000,000, (viii) an Eighth Supplemental Indenture dated as of June 3, 2013 to amend the terms of the 8.625% Senior Notes due 2017 and (ix) a Ninth Supplemental Indenture dated as of October 11, 2016 to add one additional Subsidiary of the Company as a Subsidiary Guarantor of the 6.5% Senior Notes due 2022, the 5.5% Senior Notes due 2022 and the 5.5% Senior Notes due 2023. Pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide for the issuance, of a series of senior notes designated as 7.04.375% Senior Notes due 2021 2025 in an aggregate principal amount of $600,000,000 (the “Initial Notes”). From time to time subsequent to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the “Additional Notes” and, together with the Initial Notes, the “Notes”), pursuant to this Supplemental Indenture. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Supplemental Indenture to provide for its full, unconditional and joint and several Guarantee of the Notes to the extent provided in or pursuant to the Indenture. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and all things necessary have been done to make the Subsidiary Guarantees thereof, when the Notes have been executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Subsidiary Guarantors. All things necessary to make this Supplemental Indenture a valid agreement of each of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.
Appears in 1 contract
Samples: Tenth Supplemental Indenture (Concho Resources Inc)
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors Stone Offshore have duly authorized, executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, and the Guarantee by each of the Subsidiary Guarantors of the Securities, as the Base Indenture provides. Section 901(7) of the Base Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of Securities, to establish the form or terms of any Security as permitted by Sections 201 and 301 of the Base Indenture. The Company, certain of the Subsidiary Guarantors and the Trustee have entered into a First Supplemental Indenture dated as of September 18, 2009 to establish the form and terms of the initial series of Securities, designated as the 8.625% Senior Notes due 2017 in an aggregate principal amount of $350,000,000, and by virtue of the Second Supplemental Indenture dated as of November 3, 2010, two additional Subsidiaries of the Company, Concho Oil & Gas LLC and COG Holdings LLC, have been added as Subsidiary Guarantors of the 8.625% Senior Notes due 2017. Pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide for the issuance, of a series of senior notes designated as 7.07.500% Senior Notes due 2021 2022 in an aggregate principal amount of $600,000,000 300,000,000 (the “Initial Notes”). From time to time subsequent to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the “Additional Notes” and, together with the Initial Notes, the “Notes”), pursuant to this Supplemental Indenture. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Supplemental Indenture to provide for its full, unconditional and joint and several Guarantee of the Notes to the extent provided in or pursuant to the Indenture. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and all things necessary have been done to make the Subsidiary Guarantees thereof, when the Notes have been executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Subsidiary Guarantors. All things necessary to make this Supplemental Indenture a valid agreement of each of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.
Appears in 1 contract
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors have duly authorized, executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, and the Guarantee by each of the Subsidiary Guarantors of the Securities, as the Base Indenture provides. Section 901(7) of the Base Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of SecuritiesSecurities (as defined in the Base Indenture), to establish the form or terms of any Security as permitted by Sections 201 and 301 of the Base Indenture. The Company, certain of the Subsidiary Guarantors and the Trustee have entered into a First Supplemental Indenture dated as of September 18, 2009 to establish the form and terms of the initial series of Securities, designated as the 8.625% Senior Notes due 2017 in an aggregate principal amount of $350,000,000, and by virtue of the Second Supplemental Indenture dated as of November 3, 2010, two additional Subsidiaries of the Company, Concho Oil & Gas LLC and COG Holdings LLC, have been added as Subsidiary Guarantors of the 8.625% Senior Notes due 2017. Pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide for the issuance, of a series of senior notes designated as 7.06.5% Senior Notes due 2021 in an aggregate principal amount of $600,000,000 400,000,000 (the “Initial Notes”). From time to time subsequent to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the “Additional Notes” and, together with the Initial Notes, the “Notes”), pursuant to this Supplemental Indenture. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Supplemental Indenture to provide for its full, unconditional and joint and several Guarantee of the Notes to the extent provided in or pursuant to the Indenture. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and all things necessary have been done to make the Subsidiary Guarantees thereof, when the Notes have been executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Subsidiary Guarantors. All things necessary to make this Supplemental Indenture a valid agreement of each of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.
Appears in 1 contract
Samples: First Supplemental Indenture (Oasis Petroleum Inc.)
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors have duly authorized, executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, and the Guarantee by each of the Subsidiary Guarantors of the Securities, as the Base Indenture provides. Section 901(7) of the Base Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of Securities, to establish the form or terms of any Security as permitted by Sections 201 and 301 of the Base Indenture. The Company, certain of the Subsidiary Guarantors and the Trustee have entered into (i) a First Supplemental Indenture dated as of September 18, 2009 to establish the form and terms of the initial series of Securities, designated as the 8.625% Senior Notes due 2017 in an aggregate principal amount of $350,000,000, and by virtue of the (ii) a Second Supplemental Indenture dated as of November 3, 2010, 2010 to add two additional Subsidiaries of the Company, Concho Oil & Gas LLC and COG Holdings LLC, have been added as Subsidiary Guarantors of the 8.625% Senior Notes due 2017, (iii) a Third Supplemental Indenture dated as of December 14, 2010 to establish the form and terms of the 7.0% Senior Notes due 2021 in an aggregate principal amount of $600,000,000, (iv) a Fourth Supplemental Indenture dated as of May 23, 2011 to establish the form and terms of the 6.5% Senior Notes due 2022 in an aggregate principal amount of $600,000,000, (v) a Fifth Supplemental Indenture dated as of December 12, 2011 to add three additional Subsidiaries of the Company, COG Acreage LP, COG Production LLC and Delaware River SWD LLC, as Subsidiary Guarantors of the 8.625% Senior Notes due 2017, the 7.0% Senior Notes due 2021 and the 6.5% Senior Notes due 2022, (vi) a Sixth Supplemental Indenture dated as of March 12, 2012 to establish the form and terms of the 5.5% Senior Notes due 2022 in an aggregate principal amount of $600,000,000, (vii) a Seventh Supplemental Indenture dated as of August 17, 2012 to establish the form and terms of the 5.5% Senior Notes due 2023 in an aggregate principal amount of $700,000,000, (viii) an Eighth Supplemental Indenture dated as of June 3, 2013 to amend the terms of the 8.625% Senior Notes due 2017, (ix) a Ninth Supplemental Indenture dated as of October 11, 2016 to add one additional Subsidiary of the Company as a Subsidiary Guarantor of the 6.5% Senior Notes due 2022, the 5.5% Senior Notes due 2022 and the 5.5% Senior Notes due 2023, (x) a Tenth Supplemental Indenture dated as of December 28, 2016 to establish the form and terms of the 4.375% Senior Notes due 2025 in an aggregate principal amount of $600,000,000, (xi) an Eleventh Supplemental Indenture dated as of January 25, 2017 to add one additional Subsidiary of the Company, Mongoose Minerals LLC, as a Subsidiary Guarantor of the 5.5% Senior Notes due 2022, the 5.5% Senior Notes due 2023 and the 4.375% Senior Notes due 2025, (xii) a Twelfth Supplemental Indenture dated as of September 26, 2017 to establish the form and terms of the 3.750% Senior Notes due 2027 in an aggregate principal amount of $1,000,000,000, (xiii) a Thirteenth Supplemental Indenture dated as of September 26, 2017 to establish the form and terms of the 4.875% Senior Notes due 2047 in an aggregate principal amount of $800,000,000, (xiv) a Fourteenth Supplemental Indenture dated as of July 2, 2018 to establish the form and terms of the 4.300% Senior Notes due 2028 in an aggregate principal amount of $1,000,000,000, (xv) a Fifteenth Supplemental Indenture dated as of July 2, 2018 to establish the form and terms of the 4.850% Senior Notes due 2048 in an aggregate principal amount of $600,000,000, and (xvi) a Sixteenth Supplemental Indenture dated as of August 14, 2018 to add two additional Subsidiaries of the Company as Subsidiary Guarantors of the 4.375% Senior Notes due 2025, 3.750% Senior Notes due 2027, the 4.875% Senior Notes due 2047, the 4.300% Senior Notes due 2028 and the 4.850% Senior Notes due 2048. Pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide for the issuance, of a series of senior notes designated as 7.02.400% Senior Notes due 2021 2031 in an aggregate principal amount of $600,000,000 500,000,000 (the “Initial Notes”). From time to time subsequent to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the “Additional Notes” and, together with the Initial Notes, the “Notes”), pursuant to this Supplemental Indenture. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Supplemental Indenture to provide for its full, unconditional and joint and several Guarantee of the Notes to the extent provided in or pursuant to the Indenture. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and all things necessary have been done to make the Subsidiary Guarantees thereof, when the Notes have been executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Subsidiary Guarantors. All things necessary to make this Supplemental Indenture a valid agreement of each of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.
Appears in 1 contract
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors have duly authorized, executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, and the Guarantee by each of the Subsidiary Guarantors of the Securities, as the Base Indenture provides. Section 901(7) of the Base Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of SecuritiesSecurities (as defined in the Base Indenture), to establish the form or terms of any Security as permitted by Sections 201 and 301 of the Base Indenture. The Company, certain of the Subsidiary Guarantors and the Trustee have entered into a First Supplemental Indenture dated as of September 18, 2009 to establish the form and terms of the initial series of Securities, designated as the 8.625% Senior Notes due 2017 in an aggregate principal amount of $350,000,000, and by virtue of the Second Supplemental Indenture dated as of November 3, 2010, two additional Subsidiaries of the Company, Concho Oil & Gas LLC and COG Holdings LLC, have been added as Subsidiary Guarantors of the 8.625% Senior Notes due 2017. Pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide for the issuance, of a series of senior notes designated as 7.06.875% Senior Notes due 2021 2023 in an aggregate principal amount of $600,000,000 400,000,000 (the “Initial Notes”). From time to time subsequent to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the “Additional Notes” and, together with the Initial Notes, the “Notes”), pursuant to this Supplemental Indenture. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Supplemental Indenture to provide for its full, unconditional and joint and several Guarantee of the Notes to the extent provided in or pursuant to the Indenture. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and all things necessary have been done to make the Subsidiary Guarantees thereof, when the Notes have been executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Subsidiary Guarantors. All things necessary to make this Supplemental Indenture a valid agreement of each of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.
Appears in 1 contract
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors have duly authorized, executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, and the Guarantee by each of the Subsidiary Guarantors of the Securities, as the Base Indenture provides. Section 901(7) of the Base Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of Securities, to establish the form or terms of any Security as permitted by Sections 201 and 301 of the Base Indenture. The Company, certain of the Subsidiary Guarantors and the Trustee have entered into (i) a First Supplemental Indenture dated as of September 18, 2009 to establish the form and terms of the initial series of Securities, designated as the 8.625% Senior Notes due 2017 in an aggregate principal amount of $350,000,000, and by virtue of the (ii) a Second Supplemental Indenture dated as of November 3, 2010, 2010 to add two additional Subsidiaries of the Company, Concho Oil & Gas LLC and COG Holdings LLC, have been added as Subsidiary Guarantors of the 8.625% Senior Notes due 2017, (iii) a Third Supplemental Indenture dated as of December 14, 2010 to establish the form and terms of the 7.0% Senior Notes due 2021 in an aggregate principal amount of $600,000,000, (iv) a Fourth Supplemental Indenture dated as of May 23, 2011 to establish the form and terms of the 6.5% Senior Notes due 2022 in an aggregate principal amount of $600,000,000, (v) a Fifth Supplemental Indenture dated as of December 12, 2011 to add three additional Subsidiaries of the Company, COG Acreage LP, COG Production LLC and Delaware River SWD, LLC, as Subsidiary Guarantors of the 8.625% Senior Notes due 2017, the 7.0% Senior Notes due 2021 and the 6.5% Senior Notes due 2022 and (vi) a Sixth Supplemental Indenture dated as of March 12, 2012 to establish and form the terms of the 5.5% Senior Notes due 2022 in an aggregate principal amount of $600,000,000. Pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide for the issuance, of a series of senior notes designated as 7.05.5% Senior Notes due 2021 2023 in an aggregate principal amount of $600,000,000 700,000,000 (the “Initial Notes”). From time to time subsequent to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the “Additional Notes” and, together with the Initial Notes, the “Notes”), pursuant to this Supplemental Indenture. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Supplemental Indenture to provide for its full, unconditional and joint and several Guarantee of the Notes to the extent provided in or pursuant to the Indenture. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and all things necessary have been done to make the Subsidiary Guarantees thereof, when the Notes have been executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Subsidiary Guarantors. All things necessary to make this Supplemental Indenture a valid agreement of each of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.
Appears in 1 contract
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors have duly authorized, executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, and the Guarantee by each of the Subsidiary Guarantors of the Securities, as the Base Indenture provides. Section 901(7) of the Base Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of SecuritiesSecurities (as defined in the Base Indenture), to establish the form or terms of any Security as permitted by Sections 201 and 301 of the Base Indenture. The Company, certain of the Subsidiary Guarantors and the Trustee have entered into a First Supplemental Indenture dated as of September 18, 2009 to establish the form and terms of the initial series of Securities, designated as the 8.625% Senior Notes due 2017 in an aggregate principal amount of $350,000,000, and by virtue of the Second Supplemental Indenture dated as of November 3, 2010, two additional Subsidiaries of the Company, Concho Oil & Gas LLC and COG Holdings LLC, have been added as Subsidiary Guarantors of the 8.625% Senior Notes due 2017. Pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide for the issuance, of a series of senior notes designated as 7.07.00% Senior Notes due 2021 in an aggregate principal amount of $600,000,000 250,000,000 (the “Initial Notes”). From time to time subsequent to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the “Additional Notes” and, together with the Initial Notes, the “Notes”), pursuant to this Supplemental Indenture. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Supplemental Indenture to provide for its full, unconditional and joint and several Guarantee of the Notes to the extent provided in or pursuant to the Indenture. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and all things necessary have been done to make the Subsidiary Guarantees thereof, when the Notes have been executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Subsidiary Guarantors. All things necessary to make this Supplemental Indenture a valid agreement of each of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.
Appears in 1 contract
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors have duly authorized, executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, and the Guarantee by each of the Subsidiary Guarantors of the Securities, as the Base Indenture provides. Section 901(7) of the Base Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of Securities, to establish the form or terms of any Security as permitted by Sections 201 and 301 of the Base Indenture. The Company, certain of the Subsidiary Guarantors and the Trustee have entered into (i) a First Supplemental Indenture dated as of September 18, 2009 to establish the form and terms of the initial series of Securities, designated as the 8.625% Senior Notes due 2017 in an aggregate principal amount of $350,000,000, and by virtue of the (ii) a Second Supplemental Indenture dated as of November 3, 2010, 2010 to add two additional Subsidiaries of the Company, Concho Oil & Gas LLC and COG Holdings LLC, have been added as Subsidiary Guarantors of the 8.625% Senior Notes due 2017, (iii) a Third Supplemental Indenture dated as of December 14, 2010 to establish the form and terms of the 7.0% Senior Notes due 2021 in an aggregate principal amount of $600,000,000, (iv) a Fourth Supplemental Indenture dated as of May 23, 2011 to establish the form and terms of the 6.5% Senior Notes due 2022 in an aggregate principal amount of $600,000,000, (v) a Fifth Supplemental Indenture dated as of December 12, 2011 to add three additional Subsidiaries of the Company, COG Acreage LP, COG Production LLC and Delaware River SWD LLC, as Subsidiary Guarantors of the 8.625% Senior Notes due 2017, the 7.0% Senior Notes due 2021 and the 6.5% Senior Notes due 2022, (vi) a Sixth Supplemental Indenture dated as of March 12, 2012 to establish the form and terms of the 5.5% Senior Notes due 2022 in an aggregate principal amount of $600,000,000, (vii) a Seventh Supplemental Indenture dated as of August 17, 2012 to establish the form and terms of the 5.5% Senior Notes due 2023 in an aggregate principal amount of $700,000,000, (viii) an Eighth Supplemental Indenture dated as of June 3, 2013 to amend the terms of the 8.625% Senior Notes due 2017, (ix) a Ninth Supplemental Indenture dated as of October 11, 2016 to add one additional Subsidiary of the Company as a Subsidiary Guarantor of the 6.5% Senior Notes due 2022, the 5.5% Senior Notes due 2022 and the 5.5% Senior Notes due 2023, (x) a Tenth Supplemental Indenture dated as of December 28, 2016 to establish the form and terms of the 4.375% Senior Notes due 2025 in an aggregate principal amount of $600,000,000, (xi) an Eleventh Supplemental Indenture dated as of January 25, 2017 to add one additional Subsidiary of the Company, Mongoose Minerals LLC, as a Subsidiary Guarantor of the 5.5% Senior Notes due 2022, the 5.5% Senior Notes due 2023 and the 4.375% Senior Notes due 2025 and (xii) a Twelfth Supplemental Indenture dated as of September 26, 2017 to establish the form and terms of the 3.75% Senior Notes due 2027 in an aggregate principal amount of $1,000,000,000. Pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide for the issuance, of a series of senior notes designated as 7.04.875% Senior Notes due 2021 2047 in an aggregate principal amount of $600,000,000 800,000,000 (the “Initial Notes”). From time to time subsequent to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the “Additional Notes” and, together with the Initial Notes, the “Notes”), pursuant to this Supplemental Indenture. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Supplemental Indenture to provide for its full, unconditional and joint and several Guarantee of the Notes to the extent provided in or pursuant to the Indenture. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and all things necessary have been done to make the Subsidiary Guarantees thereof, when the Notes have been executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Subsidiary Guarantors. All things necessary to make this Supplemental Indenture a valid agreement of each of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.
Appears in 1 contract
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors have duly authorized, executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, and the Guarantee by each of the Subsidiary Guarantors of the Securities, as the Base Indenture provides. Section 901(7) of the Base Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of Securities, to establish the form or terms of any Security as permitted by Sections 201 and 301 of the Base Indenture. The Company, certain of the Subsidiary Guarantors and the Trustee have entered into (i) a First Supplemental Indenture dated as of September 18, 2009 to establish the form and terms of the initial series of Securities, designated as the 8.625% Senior Notes due 2017 in an aggregate principal amount of $350,000,000, and by virtue of the (ii) a Second Supplemental Indenture dated as of November 3, 2010, 2010 to add two additional Subsidiaries of the Company, Concho Oil & Gas LLC and COG Holdings LLC, have been added as Subsidiary Guarantors of the 8.625% Senior Notes due 2017, (iii) a Third Supplemental Indenture dated as of December 14, 2010 to establish the form and terms of the 7.0% Senior Notes due 2021 in an aggregate principal amount of $600,000,000, (iv) a Fourth Supplemental Indenture dated as of May 23, 2011 to establish the form and terms of the 6.5% Senior Notes due 2022 in an aggregate principal amount of $600,000,000, (v) a Fifth Supplemental Indenture dated as of December 12, 2011 to add three additional Subsidiaries of the Company, COG Acreage LP, COG Production LLC and Delaware River SWD LLC, as Subsidiary Guarantors of the 8.625% Senior Notes due 2017, the 7.0% Senior Notes due 2021 and the 6.5% Senior Notes due 2022, (vi) a Sixth Supplemental Indenture dated as of March 12, 2012 to establish the form and terms of the 5.5% Senior Notes due 2022 in an aggregate principal amount of $600,000,000, (vii) a Seventh Supplemental Indenture dated as of August 17, 2012 to establish the form and terms of the 5.5% Senior Notes due 2023 in an aggregate principal amount of $700,000,000, (viii) an Eighth Supplemental Indenture dated as of June 3, 2013 to amend the terms of the 8.625% Senior Notes due 2017, (ix) a Ninth Supplemental Indenture dated as of October 11, 2016 to add one additional Subsidiary of the Company as a Subsidiary Guarantor of the 6.5% Senior Notes due 2022, the 5.5% Senior Notes due 2022 and the 5.5% Senior Notes due 2023, (x) a Tenth Supplemental Indenture dated as of December 28, 2016 to establish the form and terms of the 4.375% Senior Notes due 2025 in an aggregate principal amount of $600,000,000 and (xi) an Eleventh Supplemental Indenture dated as of January 25, 2017 to add one additional Subsidiary of the Company, Mongoose Minerals LLC, as a Subsidiary Guarantor of the 5.5% Senior Notes due 2022, the 5.5% Senior Notes due 2023 and the 4.375% Senior Notes due 2025. Pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide for the issuance, of a series of senior notes designated as 7.03.75% Senior Notes due 2021 2027 in an aggregate principal amount of $600,000,000 1,000,000,000 (the “Initial Notes”). From time to time subsequent to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the “Additional Notes” and, together with the Initial Notes, the “Notes”), pursuant to this Supplemental Indenture. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Supplemental Indenture to provide for its full, unconditional and joint and several Guarantee of the Notes to the extent provided in or pursuant to the Indenture. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and all things necessary have been done to make the Subsidiary Guarantees thereof, when the Notes have been executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Subsidiary Guarantors. All things necessary to make this Supplemental Indenture a valid agreement of each of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.
Appears in 1 contract
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors Stone Offshore have duly authorized, executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, and the Guarantee by each of the Subsidiary Guarantors of the Securities, as the Base Indenture provides. Section 901(7) of the Base Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of Securities, to establish the form or terms of any Security as permitted by Sections 201 and 301 of the Base Indenture. The Company, certain of the Subsidiary Guarantors and the Trustee have entered into a First Supplemental Indenture dated as of September 18, 2009 to establish the form and terms of the initial series of Securities, designated as the 8.625% Senior Notes due 2017 in an aggregate principal amount of $350,000,000, and by virtue of the Second Supplemental Indenture dated as of November 3, 2010, two additional Subsidiaries of the Company, Concho Oil & Gas LLC and COG Holdings LLC, have been added as Subsidiary Guarantors of the 8.625% Senior Notes due 2017. Pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide for the issuance, of a series of senior notes designated as 7.08.625% Senior Notes due 2021 2017 in an aggregate principal amount of $600,000,000 275,000,000 (the “Initial Notes”). From time to time subsequent to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the “Additional Notes” and, together with the Initial Notes, the “Notes”), pursuant to this Supplemental Indenture. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Supplemental Indenture to provide for its full, unconditional and joint and several Guarantee of the Notes to the extent provided in or pursuant to the Indenture. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and all things necessary have been done to make the Subsidiary Guarantees thereof, when the Notes have been executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Subsidiary Guarantors. All things necessary to make this Supplemental Indenture a valid agreement of each of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.
Appears in 1 contract
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors have duly authorized, executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, and the Guarantee by each of the Subsidiary Guarantors of the Securities, as the Base Indenture provides. Section 901(7) of the Base Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of Securities, to establish the form or terms of any Security as permitted by Sections 201 and 301 of the Base Indenture. The Company, certain of the Subsidiary Guarantors and the Trustee have entered into (i) a First Supplemental Indenture dated as of September 18, 2009 to establish the form and terms of the initial series of Securities, designated as the 8.625% Senior Notes due 2017 in an aggregate principal amount of $350,000,000, and by virtue of the (ii) a Second Supplemental Indenture dated as of November 3, 2010, 2010 to add two additional Subsidiaries of the Company, Concho Oil & Gas LLC and COG Holdings LLC, have been added as Subsidiary Guarantors of the 8.625% Senior Notes due 2017, (iii) a Third Supplemental Indenture dated as of December 14, 2010 to establish the form and terms of the 7.0% Senior Notes due 2021 in an aggregate principal amount of $600,000,000, (iv) a Fourth Supplemental Indenture dated as of May 23, 2011 to establish the form and terms of the 6.5% Senior Notes due 2022 in an aggregate principal amount of $600,000,000 and (v) a Fifth Supplemental Indenture dated as of December 12, 2011 to add three additional Subsidiaries of the Company, COG Acreage LP, COG Production LLC and Delaware River SWD, LLC, as Subsidiary Guarantors of the 8.625% Senior Notes due 2017, the 7.0% Senior Notes due 2021 and the 6.5% Senior Notes due 2022. Pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide for the issuance, of a series of senior notes designated as 7.05.5% Senior Notes due 2021 2022 in an aggregate principal amount of $600,000,000 (the “Initial Notes”). From time to time subsequent to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the “Additional Notes” and, together with the Initial Notes, the “Notes”), pursuant to this Supplemental Indenture. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Supplemental Indenture to provide for its full, unconditional and joint and several Guarantee of the Notes to the extent provided in or pursuant to the Indenture. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and all things necessary have been done to make the Subsidiary Guarantees thereof, when the Notes have been executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Subsidiary Guarantors. All things necessary to make this Supplemental Indenture a valid agreement of each of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.
Appears in 1 contract
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors have duly authorized, executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, and the Guarantee by each of the Subsidiary Guarantors of the Securities, as the Base Indenture provides. Section 901(7) of the Base Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of Securities, to establish the form or terms of any Security as permitted by Sections 201 and 301 of the Base Indenture. The Company, certain of the Subsidiary Guarantors and the Trustee have entered into (i) a First Supplemental Indenture dated as of September 18, 2009 to establish the form and terms of the initial series of Securities, designated as the 8.625% Senior Notes due 2017 in an aggregate principal amount of $350,000,000, and by virtue of the (ii) a Second Supplemental Indenture dated as of November 3, 2010, 2010 to add two additional Subsidiaries of the Company, Concho Oil & Gas LLC and COG Holdings LLC, have been added as Subsidiary Guarantors of the 8.625% Senior Notes due 2017, (iii) a Third Supplemental Indenture dated as of December 14, 2010 to establish the form and terms of the 7.0% Senior Notes due 2021 in an aggregate principal amount of $600,000,000, (iv) a Fourth Supplemental Indenture dated as of May 23, 2011 to establish the form and terms of the 6.5% Senior Notes due 2022 in an aggregate principal amount of $600,000,000, (v) a Fifth Supplemental Indenture dated as of December 12, 2011 to add three additional Subsidiaries of the Company, COG Acreage LP, COG Production LLC and Delaware River SWD LLC, as Subsidiary Guarantors of the 8.625% Senior Notes due 2017, the 7.0% Senior Notes due 2021 and the 6.5% Senior Notes due 2022, (vi) a Sixth Supplemental Indenture dated as of March 12, 2012 to establish the form and terms of the 5.5% Senior Notes due 2022 in an aggregate principal amount of $600,000,000, (vii) a Seventh Supplemental Indenture dated as of August 17, 2012 to establish the form and terms of the 5.5% Senior Notes due 2023 in an aggregate principal amount of $700,000,000, (viii) an Eighth Supplemental Indenture dated as of June 3, 2013 to amend the terms of the 8.625% Senior Notes due 2017, (ix) a Ninth Supplemental Indenture dated as of October 11, 2016 to add one additional Subsidiary of the Company as a Subsidiary Guarantor of the 6.5% Senior Notes due 2022, the 5.5% Senior Notes due 2022 and the 5.5% Senior Notes due 2023, (x) a Tenth Supplemental Indenture dated as of December 28, 2016 to establish the form and terms of the 4.375% Senior Notes due 2025 in an aggregate principal amount of $600,000,000, (xi) an Eleventh Supplemental Indenture dated as of January 25, 2017 to add one additional Subsidiary of the Company, Mongoose Minerals LLC, as a Subsidiary Guarantor of the 5.5% Senior Notes due 2022, the 5.5% Senior Notes due 2023 and the 4.375% Senior Notes due 2025, (xii) a Twelfth Supplemental Indenture dated as of September 26, 2017 to establish the form and terms of the 3.750% Senior Notes due 2027 in an aggregate principal amount of $1,000,000,000, (xiii) a Thirteenth Supplemental Indenture dated as of September 26, 2017 to establish the form and terms of the 4.875% Senior Notes due 2047 in an aggregate principal amount of $800,000,000, and (xiv) a Fourteenth Supplemental Indenture dated as of July 2, 2018 to establish the form and terms of the 4.300% Senior Notes due 2028 in an aggregate principal amount of $1,000,000,000. Pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide for the issuance, of a series of senior notes designated as 7.04.850% Senior Notes due 2021 2048 in an aggregate principal amount of $600,000,000 (the “Initial Notes”). From time to time subsequent to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the “Additional Notes” and, together with the Initial Notes, the “Notes”), pursuant to this Supplemental Indenture. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Supplemental Indenture to provide for its full, unconditional and joint and several Guarantee of the Notes to the extent provided in or pursuant to the Indenture. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and all things necessary have been done to make the Subsidiary Guarantees thereof, when the Notes have been executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Subsidiary Guarantors. All things necessary to make this Supplemental Indenture a valid agreement of each of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.
Appears in 1 contract
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors have duly authorized, executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, and the Guarantee by each of the Subsidiary Guarantors of the Securities, as the Base Indenture provides. Section 901(7) of the Base Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of Securities, to establish the form or terms of any Security as permitted by Sections 201 and 301 of the Base Indenture. The Company, certain of the Subsidiary Guarantors and the Trustee have entered into (i) a First Supplemental Indenture dated as of September 18, 2009 to establish the form and terms of the initial series of Securities, designated as the 8.625% Senior Notes due 2017 in an aggregate principal amount of $350,000,000, and by virtue of the (ii) a Second Supplemental Indenture dated as of November 3, 2010, to add two additional Subsidiaries of the Company, Concho Oil & Gas LLC and COG Holdings LLC, have been added as Subsidiary Guarantors of the 8.625% Senior Notes due 20172017 and (iii) a Third Supplemental Indenture dated as of December 14, 2010 to establish the form and terms of the 7.0% Senior Notes due 2021 in an aggregate principal amount of $600,000,000. Pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide for the issuance, of a series of senior notes designated as 7.06.5% Senior Notes due 2021 2022 in an aggregate principal amount of $600,000,000 (the “Initial Notes”). From time to time subsequent to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the “Additional Notes” and, together with the Initial Notes, the “Notes”), pursuant to this Supplemental Indenture. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Supplemental Indenture to provide for its full, unconditional and joint and several Guarantee of the Notes to the extent provided in or pursuant to the Indenture. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and all things necessary have been done to make the Subsidiary Guarantees thereof, when the Notes have been executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Subsidiary Guarantors. All things necessary to make this Supplemental Indenture a valid agreement of each of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Concho Resources Inc)
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS. The Company and the Subsidiary Guarantors have duly authorized, executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series, and the Guarantee by each of the Subsidiary Guarantors of the Securities, as the Base Indenture provides. Section 901(7) of the Base Indenture provides, among other things, that the Company, the Subsidiary Guarantors and the Trustee may enter into indentures supplemental to the Base Indenture, without the consent of any Holders of Securities, to establish the form or terms of any Security as permitted by Sections 201 and 301 of the Base Indenture. The Company, certain of the Subsidiary Guarantors and the Trustee have entered into a First Supplemental Indenture dated as of September 18, 2009 to establish the form and terms of the initial series of Securities, designated as the 8.625% Senior Notes due 2017 in an aggregate principal amount of $350,000,000, and by virtue of the Second Supplemental Indenture dated as of November 3, 2010, two additional Subsidiaries of the Company, Concho Oil & Gas LLC and COG Holdings LLC, have been added as Subsidiary Guarantors of the 8.625% Senior Notes due 2017. Pursuant to Sections 201 and 301 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide for the issuance, of a series of senior notes designated as 7.08.625% Senior Notes due 2021 2017 in an aggregate principal amount of $600,000,000 300,000,000 (the “Initial Notes”). From time to time subsequent to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of its other indebtedness existing on such future date, issue additional senior notes of the same series as the Initial Notes in accordance with this Supplemental Indenture (the “Additional Notes” and, together with the Initial Notes, the “Notes”), pursuant to this Supplemental Indenture. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Supplemental Indenture to provide for its full, unconditional and joint and several Guarantee of the Notes to the extent provided in or pursuant to the Indenture. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and all things necessary have been done to make the Subsidiary Guarantees thereof, when the Notes have been executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Subsidiary Guarantors. All things necessary to make this Supplemental Indenture a valid agreement of each of the Company and the Subsidiary Guarantors, in accordance with its terms, have been done.
Appears in 1 contract
Samples: First Supplemental Indenture (Concho Resources Inc)
