Exchange And Registration Rights Agreement Sample Contracts

Mexican Petroleum – Petroleos Mexicanos Issued Under U.S. $102,000,000,000 Medium-Term Notes Program, Series C Jointly and Severally Guaranteed by Pemex Exploracion Y Produccion, Pemex Transformacion Industrial, Pemex Perforacion Y Servicios and Pemex Logistica and Their Respective Successors and Assignees Exchange and Registration Rights Agreement (November 13th, 2018)
Oglethorpe Power Corporation – Exchange and Registration Rights Agreement (October 30th, 2018)

Oglethorpe Power Corporation (An Electric Membership Corporation), an electric membership corporation organized under the laws of the State of Georgia (the Company), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $500,000,000 in aggregate principal amount of its 5.050% First Mortgage Bonds, Series 2018A due 2048 (the Securities) to be issued pursuant to an Indenture dated as of March 1, 1997 (the Base Indenture), made by the Company, formerly known as Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation), to U.S. Bank National Association, successor to SunTrust Bank, Atlanta, as trustee, as amended and supplemented through and including the Seventy-Eighth Supplemental Indenture thereto to be dated as of October 1, 2018 (the Base Indenture, as so amended and supplemented, the Indenture). As an inducement to the Purchasers to enter into the Purchase Agreement an

Mexican Petroleum – Petroleos Mexicanos Issued Under U.S. $92,000,000,000 Medium-Term Notes Program, Series C Jointly and Severally Guaranteed by Pemex Exploracion Y Produccion, Pemex Transformacion Industrial, Pemex Perforacion Y Servicios, Pemex Logistica and Pemex Cogeneracion Y Servicios Exchange and Registration Rights Agreement (September 25th, 2018)

Petroleos Mexicanos (the Issuer), a productive state-owned company of the Federal Government of the United Mexican States (Mexico), proposes to issue and sell to you (collectively, the Initial Purchasers) upon the terms set forth in the Terms Agreement (as defined herein), its U.S. Dollar-denominated 5.350% Notes due 2028 (the 2028 Notes) and its U.S. Dollar-denominated 6.350% Bonds due 2048 (the 2048 Bonds), which are jointly and severally guaranteed by Pemex Exploracion y Produccion, Pemex Transformacion Industrial, Pemex Perforacion y Servicios, Pemex Logistica and Pemex Cogeneracion y Servicios (each a Guarantor and, collectively, the Guarantors), each of which is a productive state-owned company of the Federal Government of Mexico (such transaction, the New Money Offering).

Intimate Brands Inc -Cl A – L BRANDS, INC. 6.694% Senior Notes Due 2027 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (September 11th, 2018)
Elanco Animal Health Inc – Exchange and Registration Rights Agreement (August 28th, 2018)

This EXCHANGE AND REGISTRATION RIGHTS AGREEMENT dated August 28, 2018 (this Agreement), is entered into by and among Elanco Animal Health Incorporated, an Indiana corporation (the Company), and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. (the Representatives), as representatives of the purchasers listed on Schedule 1 (the Purchasers) to the Purchase Agreement, dated as of August 14, 2018, between the Company and the Representatives (the Purchase Agreement).

nVent Finance S.a r.l. – NVENT FINANCE S.A R.L Fully and Unconditionally Guaranteed as to Payment of Principal, Premium, if Any, and Interest by nVent Electric Plc Exchange and Registration Rights Agreement (August 24th, 2018)

Citigroup Global Markets Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated As representatives of the several Purchasers named in Schedule I hereto,

Tesoro Corporation $850,000,000 4.750% Senior Notes Due 2023 $750,000,000 5.125% Senior Notes Due 2026 Unconditionally Guaranteed as to the Payment of Principal, Premium, if Any, and Interest by the Guarantors From Time to Time Party Hereto Exchange and Registration Rights Agreement (November 13th, 2017)
Cco Holdings Capital Corp – Cco Holdings, Llc Cco Holdings Capital Corp. 4.000% Senior Notes Due 2023 Exchange and Registration Rights Agreement (October 20th, 2017)

CCO Holdings, LLC, a Delaware limited liability company (the Company), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the Issuers), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $500,000,000 aggregate principal amount of their 4.000% Senior Notes due 2023 (the Notes) on October 17, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Cco Holdings Capital Corp – Cco Holdings, Llc Cco Holdings Capital Corp. 5.000% Senior Notes Due 2028 Exchange and Registration Rights Agreement (October 20th, 2017)

CCO Holdings, LLC, a Delaware limited liability company (the Company), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the Issuers), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,000,000,000 aggregate principal amount of their 5.000% Senior Notes due 2028 (the Notes) on October 17, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Mexican Petroleum – Petroleos Mexicanos Issued Under U.S. $72,000,000,000 Medium-Term Notes Program, Series C Jointly and Severally Guaranteed by Pemex Exploracion Y Produccion, Pemex Transformacion Industrial, Pemex Perforacion Y Servicios, Pemex Logistica and Pemex Cogeneracion Y Servicios Exchange and Registration Rights Agreement (September 29th, 2017)

Petroleos Mexicanos (the Issuer), a productive state-owned company of the Federal Government of the United Mexican States (Mexico), proposes to issue and sell to you (collectively, the Purchasers) upon the terms set forth in the Terms Agreement (as defined herein) its Floating Rate Notes due 2022 (the 2022 Floating Rate Notes), its 5.375% Notes due 2022 (the 2022 Notes) and its 6.500% Notes due 2027 (the 2027 Notes), which are jointly and severally guaranteed by Pemex Exploracion y Produccion, Pemex Transformacion Industrial, Pemex Perforacion y Servicios, Pemex Logistica and Pemex Cogeneracion y Servicios (each a Guarantor and, collectively, the Guarantors), each of which is a productive state-owned company of the Federal Government of Mexico. As an inducement to the Purchasers to enter into the Terms Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuer agrees with the Purchasers for the benefit of holders (as defined herein) from ti

Mexican Petroleum – Petroleos Mexicanos Reopening of U.S. $2,500,000,000 6.500% Notes Due 2027 Reopening of U.S. $2,500,000,000 6.750% Bonds Due 2047 Issued Under U.S. $72,000,000,000 Medium-Term Notes Program, Series C Jointly and Severally Guaranteed by Pemex Exploracion Y Produccion, Pemex Transformacion Industrial, Pemex Perforacion Y Servicios, Pemex Logistica and Pemex Cogeneracion Y Servicios Exchange and Registration Rights Agreement (September 29th, 2017)

Petroleos Mexicanos (the Issuer), a productive state-owned company of the Federal Government of the United Mexican States (Mexico), proposes to issue and sell to you (collectively, the Purchasers) upon the terms set forth in the Terms Agreement (as defined herein) an additional issuance of its U.S. Dollar-denominated 6.500% Notes due 2027 (the 2027 Notes) and an additional issuance of its U.S. Dollar-denominated 6.750% Bonds due 2047 (the 2047 Bonds), which are jointly and severally guaranteed by Pemex Exploracion y Produccion, Pemex Transformacion Industrial, Pemex Perforacion y Servicios, Pemex Logistica and Pemex Cogeneracion y Servicios (each a Guarantor and, collectively, the Guarantors), each of which is a productive state-owned company of the Federal Government of Mexico. As an inducement to the Purchasers to enter into the Terms Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuer agrees with the Purchasers for the benefit of

Cco Holdings Llc – Charter Communications Operating, Llc Charter Communications Operating Capital Corp. 4.200% Senior Secured Notes Due 2028 Exchange and Registration Rights Agreement (September 21st, 2017)
Cco Holdings Llc – Charter Communications Operating, Llc Charter Communications Operating Capital Corp. 5.375% Senior Secured Notes Due 2047 Exchange and Registration Rights Agreement (September 21st, 2017)
Cco Holdings Capital Corp – Cco Holdings, Llc Cco Holdings Capital Corp. 5.000% Senior Notes Due 2028 Exchange and Registration Rights Agreement (August 14th, 2017)

CCO Holdings, LLC, a Delaware limited liability company (the Company), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the Issuers), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,500,000,000 aggregate principal amount of their 5.000% Senior Notes due 2028 (the Notes) on August 8, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

7.00% Senior Notes Due 2025 Exchange and Registration Rights Agreement (August 2nd, 2017)
Exchange and Registration Rights Agreement (July 17th, 2017)
Charter Communications Operating, Llc Charter Communications Operating Capital Corp. 3.750% Senior Secured Notes Due 2028 Exchange and Registration Rights Agreement (July 12th, 2017)

Charter Communications Operating, LLC, a Delaware limited liability company (the CCO), and Charter Communications Operating Capital Corp. (together with CCO, the Issuers), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,000,000,000 aggregate principal amount of their 3.750% Senior Secured Notes due 2028 (the Notes) on July 6, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers and the Guarantors (as defined herein) agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Charter Communications Operating, Llc Charter Communications Operating Capital Corp. 5.375% Senior Secured Notes Due 2047 Exchange and Registration Rights Agreement (July 12th, 2017)

Charter Communications Operating, LLC, a Delaware limited liability company (the CCO), and Charter Communications Operating Capital Corp. (together with CCO, the Issuers), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $500,000,000 aggregate principal amount of their 5.375% Senior Secured Notes due 2047 (the Notes) on June 27, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers and the Guarantors (as defined herein) agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

TENET HEALTHCARE CORPORATION 4.625% Senior Secured First Lien Notes Due 2024 Unconditionally Guaranteed as to the Payment of Principal, Premium, if Any, and Interest by the Guarantors Named on Schedule I Hereto Exchange and Registration Rights Agreement (June 16th, 2017)
Charter Communications Operating, Llc Charter Communications Operating Capital Corp. 5.375% Senior Secured Notes Due 2047 Exchange and Registration Rights Agreement (April 26th, 2017)
Cco Holdings, Llc Cco Holdings Capital Corp. 5.125% Senior Notes Due 2027 Exchange and Registration Rights Agreement (April 26th, 2017)
Cco Holdings, Llc Cco Holdings Capital Corp. 5.125% Senior Notes Due 2027 Exchange and Registration Rights Agreement (March 31st, 2017)
Xerox Corporation US$300,000,000 4.070% Notes Due 2022 Exchange and Registration Rights Agreement (March 17th, 2017)
11.25% Priority Guarantee Notes Due 2021 Unconditionally Guaranteed as to the Payment of Principal, Premium, if Any, and Interest by the Guarantors Exchange and Registration Rights Agreement (February 7th, 2017)
Cco Holdings, Llc Cco Holdings Capital Corp. 5.125% Senior Notes Due 2027 Exchange and Registration Rights Agreement (February 6th, 2017)

CCO Holdings, LLC, a Delaware limited liability company (the Company), and CCO Holdings Capital Corp., a Delaware corporation (CCOH Capital and, together with the Company, the Issuers), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,000,000,000 aggregate principal amount of their 5.125% Senior Notes due 2027 (the Notes) on February 6, 2017. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

Laureate Education – EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Dated as of December 30, 2016 Among LAUREATE EDUCATION, INC. And the Guarantors Listed on the Signature Pages Hereof and the Initial Holders Listed on the Signature Pages Hereof $10,453,000 Aggregate Principal Amount of 9.250% Senior Notes Due 2019 (January 10th, 2017)

THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of December 30, 2016, by and among Laureate Education, Inc., a Delaware public benefit corporation (the Issuer) and the guarantors listed on the signature pages to this Agreement (the Guarantors), on the one hand, and the several initial holders named in Schedule I hereto (collectively, the Initial Holders), on the other hand.

TENET HEALTHCARE CORPORATION 7.50% Senior Secured Second Lien Notes Due 2022 Unconditionally Guaranteed as to the Payment of Principal, Premium, if Any, and Interest by the Guarantors Named on Schedule I Hereto Exchange and Registration Rights Agreement (December 1st, 2016)
Pemex Cogeneration & Services – Petroleos Mexicanos Issued Under U.S. $62,000,000,000 Medium-Term Notes Program, Series C Jointly and Severally Guaranteed by Pemex Exploracion Y Produccion, Pemex Transformacion Industrial, Pemex Perforacion Y Servicios, Pemex Logistica and Pemex Cogeneracion Y Servicios Exchange and Registration Rights Agreement (November 30th, 2016)

Petroleos Mexicanos (the Issuer), a productive state-owned company of the Federal Government of the United Mexican States (Mexico), proposes to issue and sell to you (collectively, the Purchasers) upon the terms set forth in the Terms Agreement (as defined herein) its 4.625% Notes due 2023 (the 2023 Notes) and its 6.750% Bonds due 2047 (the 2047 Bonds), which are jointly and severally guaranteed by Pemex Exploracion y Produccion, Pemex Transformacion Industrial, Pemex Perforacion y Servicios, Pemex Logistica and Pemex Cogeneracion y Servicios (each a Guarantor and, collectively, the Guarantors), each of which is a productive state-owned company of the Federal Government of Mexico. As an inducement to the Purchasers to enter into the Terms Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuer agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as f

Pemex Cogeneration & Services – Petroleos Mexicanos Reopening of U.S. $69,302,000 4.625% Notes Due 2023 Reopening of U.S. $1,500,000,000 6.750% Bonds Due 2047 Issued Under U.S. $62,000,000,000 Medium-Term Notes Program, Series C Jointly and Severally Guaranteed by Pemex Exploracion Y Produccion, Pemex Transformacion Industrial, Pemex Perforacion Y Servicios, Pemex Logistica and Pemex Cogeneracion Y Servicios Exchange and Registration Rights Agreement (November 30th, 2016)

This Registration Rights Agreement (this Agreement) is made and entered into by and among Petroleos Mexicanos (the Issuer), a productive state-owned company of the Federal Government of the United Mexican States (Mexico), and Barclays Capital Inc., Citigroup Global Markets Inc. and HSBC Securities (USA) Inc. (together, the Dealer Managers and each, a Dealer Manager).

JOINDER AGREEMENT TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT February 9, 2016 (November 17th, 2016)

Reference is hereby made to the Exchange and Registration Rights Agreement, dated as of February 9, 2016 (the Registration Rights Agreement), by and among EIG INVESTORS CORP. (the Issuer), the guarantors listed in Part A of Schedule II to the Purchase Agreement (as defined in the Registration Rights Agreement) and GOLDMAN, SACHS & CO., CREDIT SUISSE SECURITIES (USA) LLC and JEFFERIES LLC, as the representatives of the several Initial Purchasers. Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given to them in the Registration Rights Agreement.

Louisiana-Pacific Corporation 4.875% Senior Notes Due 2024 Exchange and Registration Rights Agreement (September 14th, 2016)

Louisiana-Pacific Corporation, a Delaware corporation (the Company), proposes to issue and sell to the Purchasers named in Schedule I to the Purchase Agreement (the Purchasers) upon the terms set forth in the Purchase Agreement, $350,000,000 in aggregate principal amount of its 4.875% Senior Notes due 2024.

Pemex Cogeneration & Services – Issued Under U.S. $62,000,000,000 Medium-Term Notes Program, Series C Jointly and Severally Guaranteed by Pemex Exploracion Y Produccion, Pemex Transformacion Industrial, Pemex Perforacion Y Servicios, Pemex Logistica and Pemex Cogeneracion Y Servicios Exchange and Registration Rights Agreement (August 26th, 2016)

Petroleos Mexicanos (the Issuer), a productive state-owned company of the Federal Government of the United Mexican States (Mexico), proposes to issue and sell to you (collectively, the Purchasers) upon the terms set forth in the Terms Agreement (as defined herein) its 5.500% Notes due 2019 (the 2019 Notes), its 6.375% Notes due 2021 (the 2021 Notes) and its 6.875% Notes due 2026 (the 2026 Notes), which are jointly and severally guaranteed by Pemex Exploracion y Produccion, Pemex Transformacion Industrial, Pemex Perforacion y Servicios, Pemex Logistica and Pemex Cogeneracion y Servicios (each a Guarantor and, collectively, the Guarantors), each of which is a productive state-owned company of the Federal Government of Mexico. As an inducement to the Purchasers to enter into the Terms Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuer agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Reg

VERIZON COMMUNICATIONS INC. $2,500,000,000 Floating Rate Notes Due 2022 $2,500,000,000 Floating Rate Notes Due 2025 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (June 29th, 2016)

As contemplated by Exhibit D to the Stock Purchase Agreement, dated as of September 2, 2013, and amended as of December 5, 2013, among Vodafone Group Plc (Vodafone), the Seller and the Issuer (the Stock Purchase Agreement), the Issuer agrees with the Seller, as the holder of the Securities (the Seller, together with any of Vodafone or its affiliates who hereafter hold Securities, collectively, the Holder), and Vodafone, as the parent company of the Seller, as follows:

Tri-State Generation & Transmission Association, Inc. – Tri-State Generation and Transmission Association, Inc. First Mortgage Bonds, Series 2016A Exchange and Registration Rights Agreement (May 23rd, 2016)
EIG Investors Corp. 10.875% Senior Notes Due 2024 Exchange and Registration Rights Agreement February 9, 2016 (May 9th, 2016)