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


This form Indenture governs debt securities issued in a Rule 144A/Regulation S transaction. 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. This form includes practical guidance, drafting notes, and optional clauses.The indenture is the contract between the issuer and the trustee that contains the terms of the notes and defines the respective duties of the issuer and the trustee. 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.For information on Rule 144A and Regulation S transactions, see Rule 144A / Regulation S Offerings Resource Kit, Resales of Rule 144A and Regulation S Securities, and Rule 144A and Regulation S Debt Offerings Requirements Checklist.