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


Summary

This template indenture may be used in connection with an unregistered offering of debt securities conducted in reliance on Rule 144A and/or Regulation S under the Securities Act of 1933. This template includes practical guidance and drafting notes. An indenture is a contract between an issuer and a trustee that contains the terms of the debt securities and defines the respective duties of the issuer and the trustee with respect to the securities. This is a "closed end" indenture governing just one series of notes and may only be used for the planned transaction, and not for any other issuance. The execution and delivery of the indenture is usually a condition to the closing of the Rule 144A/Regulation S transaction, as stated in the purchase agreement for the offering. An indenture is required if the Rule 144A/Regulation S debt offering will be followed by a registered exchange offer (e.g., in an "A/B" or "Exxon Capital" exchange offer). If the debt securities are not otherwise ...