Officer's Certificate
(Indenture; Rule 144A and/or Regulation S Debt Offering)


Summary

This template officer's certificate may be used in connection with an indenture governing debt securities issued in reliance on Rule 144A and/or Regulation S under the Securities Act of 1933. Depending on the terms of the indenture, an issuer may be required to deliver such certificate as a condition to the trustee taking any action pursuant to the indenture, including authentication of the notes in connection with closing. This template includes practical guidance and drafting notes. For a full listing of related due diligence for securities offerings content, see Due Diligence for Securities Offerings Resource Kit. For additional information on Rule 144A/Regulation S offerings, see Rule 144A / Regulation S Offerings Resource Kit, and Rule 144A Transactions. For an overview of documents required in a Rule 144A/Regulation S offering, see Rule 144A and Regulation S Debt Offerings Requirements Checklist. For a template of indenture for a Rule 144A/Regulation S offering, see Indenture ...