Notice of Executed Supplemental Indenture
(Debt Exchange Offer and Consent Solicitation)

Summary

This template may be used to notify affected noteholders of the execution of a supplemental indenture in connection with an exchange offer and consent solicitation. This template includes practical guidance and drafting notes. In a debt exchange offer, an issuer will offer new (generally more favorable to it) debt securities in exchange for its outstanding debt securities. A debt exchange offer is often coupled with a consent solicitation, wherein the issuer will seek to amend the terms of any previously issued debt securities that remain outstanding after the exchange offer is completed. If this is the case, the issuer's acceptance of a holder's tender will usually be contingent on the holder consenting to the proposed amendments to the existing debt terms. Consent solicitations are used to incentivize debt holders to participate in the exchange offer because, if the consent solicitation is successful, non-exchanging debt holders will be left with debt having terms less favorable to them than prior to the amendment. Debt securities (e.g., notes or bonds) are typically governed by an indenture, which is an agreement between the issuer of the debt securities and a trustee appointed to represent the interests of, and to act on behalf of, the debtholders. The indenture contains the terms of the securities, the responsibilities of the issuer and the trustee, the covenants of the issuer and any other obligors, and the rights of the security holders. A supplemental indenture is generally used to amend the terms of an indenture. The original indenture will typically contain a provision requiring the issuer (or the trustee on the issuer's behalf) to notify noteholders of any changes, amendments, or waivers to the indenture (for example, see Section 9.2 of Indenture (Rule 144A and/or Regulation S Debt Offering)). This template may be used to provide such notice. Depending on the requirements of the indenture, this notice may be sent to the noteholders by the issuer or provided to the trustee for distribution to noteholders. You should review the terms of your specific indenture to ensure that the form and manner of this notice complies with its requirements. For more information on debt exchange offers generally, see Debt Securities Restructuring Options, Exxon Capital Exchange Offers, and Exchange Offers under Section 3(a)(9). For more information on indentures, including supplemental indentures, see Indentures and Trustees: Applicable Laws and Regulations.