Purchase Agreement
(Rule 144A and/or Regulation S Debt Offering)


This form Purchase Agreement between the issuer of debt securities and the initial purchasers of those securities is intended for use in the sale of debt securities offered under Rule 144A and Regulation S of the Securities Act of 1933, as amended. This form includes practical guidance, drafting notes, and optional clauses. Under the purchase agreement, the securities will be offered using an offering memorandum. Among other things, the agreement provides for the sale of senior notes to the initial purchasers, subject to the conditions set forth in the agreement, including the execution of a registration rights agreement. This agreement establishes the key terms of the offering, including the representations and covenants made by the parties, and the conditions for closing. For information on drafting the purchase agreement, see Purchase Agreement Drafting for a Rule 144A / Regulation S Debt Offering.For additional information on Rule 144A/Regulation S offerings, see Rule 144A / ...