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

Summary

This template authentication order 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. By issuing this order, the issuer instructs the trustee to authenticate the notes in the denominations and aggregate principal amount requested by the lead manager of the initial purchasers, and to hold the notes in its capacity as custodian for The Depository Trust Company. This template includes practical guidance and drafting notes. For information on Rule 144A and Regulation S offerings, see Rule 144A / Regulation S Offerings Resource Kit, Rule 144A Transactions, and Rule 144A and Regulation S Debt Offerings Requirements Checklist.