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HORNBECK OFFSHORE SERVICES, INC. 8% Series B Senior Note due 2017

Promissory Note

HORNBECK OFFSHORE SERVICES, INC. 

 

8% Series B Senior Note due 2017 | Document Parties: ENERGY SERVICES PUERTO RICO LLC | HORNBECK OFFSHORE SERVICES, INC You are currently viewing:
This Promissory Note involves

ENERGY SERVICES PUERTO RICO LLC | HORNBECK OFFSHORE SERVICES, INC

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Title: HORNBECK OFFSHORE SERVICES, INC. 8% Series B Senior Note due 2017
Date: 9/29/2009

HORNBECK OFFSHORE SERVICES, INC. 

 

8% Series B Senior Note due 2017, Parties: energy services puerto rico llc , hornbeck offshore services  inc
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Exhibit 4.11

 

GLOBAL NOTE

 

T HIS N OTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF S ECTION  1271 ET SEQ . OF THE I NTERNAL R EVENUE C ODE . A HOLDER MAY OBTAIN THE ISSUE PRICE , AMOUNT OF ORIGINAL ISSUE DISCOUNT , ISSUE DATE AND YIELD TO MATURITY FOR THE N OTES BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE C OMPANY AT THE FOLLOWING ADDRESS : H ORNBECK O FFSHORE S ERVICES , I NC ., 103 N ORTHPARK B OULEVARD , S UITE 300, COVINGTON , LOUISIANA 70433, A TTENTION : C HIEF F INANCIAL O FFICER .

 

HORNBECK OFFSHORE SERVICES, INC.

 

8% Series B Senior Note due 2017

 

No. R-3

  

$             

  

CUSIP NO. 440543AH9

 

Hornbeck Offshore Services, Inc. hereby promises to pay to Cede & Co. or registered assigns, the principal sum of              Dollars ($              ) or such other amount as may be endorsed on the Schedule of Exchanges of Notes attached hereto on September 1, 2017.

 

Interest Payment Dates: March 1 and September 1

 

Record Dates: February 15 and August 15

 

H ORNBECK O FFSHORE S ERVICES , I NC .

By:

 

 

 

James O. Harp, Jr.

 

Executive Vice President and

 

Chief Financial Officer

 

1


T RUSTEE S C ERTIFICATE OF A UTHENTICATION :

 

This is one of the Notes referred

to in the within-mentioned Indenture.

 

W ELLS F ARGO B ANK , N ATIONAL A SSOCIATION ,

as Trustee

 

By:

 

 

 

Authorized Signatory

 

Date of Authentication:                                                    

 

 

2


(Back of Note)

 

8% Series B Senior Notes due 2017

 

Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner hereof, Cede & Co., has an interest herein.

 

3


1. Interest . Hornbeck Offshore Services, Inc., a Delaware corporation (the “ Company ”), promises to pay interest on the principal amount of this Note at 8% per annum from August 17, 2009 until maturity, including if applicable, Additional Interest payable pursuant to Section 2 of the Registration Rights Agreement referred to below. The Company will pay interest semi-annually in arrears on March 1 and September 1 of each year, commencing March 1, 2010, or if any such day is not a Business Day, on the next succeeding Business Day (each an “ Interest Payment Date ”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default or Event of Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of Notes, in which case interest shall accrue from the date of authentication. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360 day year of twelve 30 day months.

 

2. M ETHOD OF P AYMENT . The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the February 15 or August 15 next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose in New York, New York or, at the option of the Company, payments of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds will be required with respect to principal of, and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to a Paying Agent. Such payments shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The principal of the Notes shall be payable only upon surrender of any Note at the specified offices of any Paying Agent.

 

If the due date for payment of the principal in respect of any Note is not a Business Day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding Business Day at such place and shall not be entitled to any further interest or other payment in respect of any such delay.

 

3. P AYING A GENT AND R EGISTRAR . Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Registrar and Paying Agent at its Corporate Trust Office in New York, New York, which on the date of the Indenture is located at 45 Broadway, 14 th Floor, New York, New York 10006. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

 

4


4. I NDENTURE . The Company issued the Notes under an Indenture dated as of August 17, 2009 (“ Indenture ”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§77aaa 77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. The Notes are general unsecured obligations of the Company limited to $250,000,000 aggregate principal amount in the case of Notes issued on the Issue Date (as defined in the Indenture).

 

5. O PTIONAL R EDEMPTION .

 

(a) At any time prior to September 1, 2013, the Company may redeem the Notes at its option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus the Make Whole Premium as of, and accrued and unpaid interest, if any, to, the date of redemption.

 

(b) At any time on or after September 1, 2013, the Company shall have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on September 1 of the years indicated below:

 

Year

  

Percentage

 

2013

  

104.000

2014

  

102.000

2015 and thereafter

  

100.000

 

(c) Further, prior to September 1, 2012, the Company may redeem on any one or more occasions Notes representing up to 35% of the aggregate principal amount of Notes originally issued under the Indenture (including any Notes originally issued after the Issue Date but excluding any Series B Notes for purposes of calculating such amount) at a redemption price of 108.0% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the redemption date, with the net cash proceeds of one or more Qualified Equity Offerings, provided that (a) Notes representing at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (including any Notes originally issued after the Issue Date but excluding any Series B Notes for purposes of calculating such amount) remain outstanding immediately after the occurrence of each such redemption and (b) such redemption shall occur within 60 days of the date of the closing of each such Qualified Equity Offering.

 

6. M ANDATORY R EDEMPTION .

 

Except as set forth in paragraph 7 below, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

 

5


7. P UT O PTION OF H OLDER .

 

(a) If there is a Change of Control, the Company shall be required to make an offer (a “Change of Control Offer”) to purchase all or any portion (equal to minimum amounts of $2,000 and integral multiples of $1,000 in excess thereof) of each Holder’s Notes, at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall give notice to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture.

 

(b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $20,000,000, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture; provided, however , that, if the Company is required to apply such Excess Proceeds to purchase, or to offer to purchase, any Pari Passu Indebtedness, the Company shall only be required to offer to purchase the maximum principal amount of Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Asset Sale Offer is less than the amount that the Company is required to purchase, the Company may use any remaining Excess Proceeds for general corporate purposes in any manner not prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount that the Company is required to purchase, the Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, shall be purchased). Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

 

8. N OTICE OF R EDEMPTION . Notice of redemption will be mailed at least 30 days but not more than


 
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