Exchange and Registration Rights Agreement Sample Contracts

200,000,000 8% Senior Unsecured Notes due 2012
Exchange and Registration Rights Agreement • April 4th, 2007 • Titan Distribution, Inc • Motor vehicle parts & accessories • New York
CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.
Exchange and Registration Rights Agreement • August 18th, 2021 • Cco Holdings LLC • Cable & other pay television services • New York

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) $2,000,000,000 aggregate principal amount of their 4.250% Senior Notes due 2034 (the “Notes”) on August 2, 2021. 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:

Clear Channel Worldwide Holdings, Inc. unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • February 13th, 2019 • Clear Channel Outdoor Holdings, Inc. • Services-advertising • New York

Clear Channel Worldwide Holdings, Inc., a Nevada corporation (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) $2,235,000,000 in aggregate principal amount of its 9.25% Senior Subordinated Notes due 2024. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company 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:

Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • October 30th, 2018 • Oglethorpe Power Corp • Electric services • New York

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 Agree

MTW Foodservice Escrow Corp. Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • February 24th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • New York

This EXCHANGE AND REGISTRATION RIGHTS AGREEMENT dated February 18, 2016 (this “Agreement”) is entered into by and among MTW Foodservice Escrow Corp., a Delaware corporation (the “Escrow Issuer”), and Goldman, Sachs & Co., as representative (the “Representative”) of the several Initial Purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

Petróleos Mexicanos Issued Under U.S. $102,000,000,000 Medium-Term Notes Program, Series C jointly and severally guaranteed by Pemex Exploración y Producción, Pemex Transformación Industrial, Pemex Perforación y Servicios and Pemex Logística and their...
Exchange and Registration Rights Agreement • November 13th, 2018 • Pemex Drilling & Services • Crude petroleum & natural gas • New York

Petróleos 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 6.500% Notes due 2029 (the “2029 Notes”), which are jointly and severally guaranteed by Pemex Exploración y Producción, Pemex Transformación Industrial, Pemex Perforación y Servicios and Pemex Logística and their respective successors and assignees (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 follows:

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Dated as of June 16, 2015 by and among Tenet Healthcare Corporation and Barclays Capital Inc. As Representative of the Initial Purchasers
Exchange and Registration Rights Agreement • June 16th, 2015 • Tenet Healthcare Corp • Services-general medical & surgical hospitals, nec • New York

This Exchange and Registration Rights Agreement (this “Agreement”) is made and entered into as of June 16, 2015, by and among Tenet Healthcare Corporation, a Nevada corporation (the “Company”), and Barclays Capital Inc., as representative (the “Representative”) of the several Initial Purchasers (as defined herein). Each of the Initial Purchasers has agreed to purchase THC Escrow Corporation II’s (the “Escrow Issuer”) 6.75% Senior Notes due 2023 (the “Initial Notes”), which will be assumed by the Company on the date hereof, pursuant to the Purchase Agreement, dated June 2, 2015, by and among the Escrow Issuer, the Company and the Representative (the “Purchase Agreement”).

EXHIBIT 4.10 JOINDER TO THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT ---------------------------------------------------------
Exchange and Registration Rights Agreement • June 8th, 2004 • TRW Automotive Inc • Wholesale-motor vehicle supplies & new parts • New York
Exhibit 4.5 FORM OF EXCHANGE AND REGISTRATION RIGHTS AGREEMENT AMERICAN SEAFOODS CORPORATION Dated as of _______, 2003 TABLE OF CONTENTS
Exchange and Registration Rights Agreement • October 16th, 2003 • American Seafoods Corp • Fishing, hunting and trapping • New York
CHARTER COMMUNICATIONS OPERATING, LLC CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.
Exchange and Registration Rights Agreement • September 21st, 2017 • Cco Holdings LLC • Cable & other pay television services • New York

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) $1,250,000,000 aggregate principal amount of their 4.200% Senior Secured Notes due 2028 (the “Notes”) on September 18, 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:

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Dated as of March 21, 2016 by and among CINEMARK USA, INC. EACH OF THE GUARANTORS LISTED ON THE SIGNATURE PAGES HEREIN and BARCLAYS CAPITAL INC. MORGAN STANLEY & CO. LLC DEUTSCHE BANK SECURITIES INC. WELLS...
Exchange and Registration Rights Agreement • March 21st, 2016 • Cinemark Holdings, Inc. • Services-motion picture theaters • New York

This Exchange and Registration Rights Agreement (this “Agreement”) is made and entered into as of March 21, 2016 by and among Cinemark USA, Inc., a Texas corporation (“Cinemark”), certain of Cinemark’s subsidiaries signatory hereto as guarantors (the “Guarantors”), and Barclays Capital Inc., Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC (each, a “Purchaser” and collectively, the “Purchasers”).

RITE AID CORPORATION. $810,000,000 6.75% Senior Notes due 2021 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • July 2nd, 2013 • Rite Aid Corp • Retail-drug stores and proprietary stores • New York

Rite Aid Corporation, a Delaware corporation (the “Company”), proposes to issue and sell, upon the terms set forth in a purchase agreement dated June 18, 2013 (the “Purchase Agreement”), to the initial purchasers set forth in the Purchase Agreement (the “Initial Purchasers”), $810,000,000 aggregate principal amount of its 6.75% Senior Notes due 2021 (the “Securities”) to be guaranteed by the subsidiary guarantors listed on Schedule I hereto (the “Subsidiary Guarantors”) relating to the initial placement of the Securities (the “Initial Placement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT dated as of May 2, 2013 between Barrick Gold Corporation Barrick North America Finance LLC and Citigroup Global Markets Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC as Representatives of the several...
Exchange and Registration Rights Agreement • August 6th, 2013 • Barrick North America Finance LLC • Gold and silver ores • New York

This Exchange and Registration Rights Agreement (this “Agreement”) is made and entered into as of May 2, 2013, between Barrick Gold Corporation, a corporation organized under the laws of the Province of Ontario (the “Company”), and Barrick North America Finance LLC, a Delaware limited liability company (“BNAF” and, together with the Company, the “Issuers”), on the one hand, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in Schedule I to the Purchase Agreement (as defined below), on the other hand. Pursuant to the Purchase Agreement, the Initial Purchasers have agreed to purchase, severally and not jointly, the Company’s 2.500% Notes due 2018 (the “2018 Notes”), the Company’s 4.100% Notes due 2023 (the “2023 Notes”, and together with the 2018 Notes, the “Company Notes”) and BNAF’s 5.750% Notes due 2043 (the “BNAF Notes

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...
Exchange and Registration Rights Agreement • January 10th, 2017 • Laureate Education, Inc. • Services-educational services • New York

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.

Exchange and Registration Rights Agreement Dated as of December 6, 2002
Exchange and Registration Rights Agreement • April 23rd, 2003 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
Berkshire Hathaway Finance Corporation $250,000,000 Senior Notes Due 2012 Unconditionally and irrevocably guaranteed as to the payment of principal and interest (including special interest, if any) by Berkshire Hathaway Inc. Exchange and Registration...
Exchange and Registration Rights Agreement • July 7th, 2009 • Berkshire Hathaway Inc • Fire, marine & casualty insurance • New York

Berkshire Hathaway Finance Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to the Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $250,000,000 aggregate principal amount of its 4.000% Senior Notes due 2012 (the “Notes”), each of which are unconditionally and irrevocably guaranteed as to the payment of principal and interest (including special interest, if any) by Berkshire Hathaway Inc., a Delaware corporation (the “Guarantor”).

Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement • October 7th, 2013 • DENVER PARENT Corp • New York

Denver Parent Corporation, a Delaware corporation (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) $255,000,000 in aggregate principal amount of its 12.25% / 13.00% Senior PIK Toggle Notes due 2018. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • March 18th, 2009 • American International Group Inc • Fire, marine & casualty insurance • New York

WHEREAS, American International Group, Inc., a corporation organized under the laws of the state of Delaware (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated, Greenwich Capital Markets, Inc., UBS Securities LLC, BNP Paribas Securities Corp., Daiwa Securities America Inc., KeyBanc Capital Markets Inc., Mitsubishi UFJ Securities International plc, Mizuho Securities USA Inc. and Santander Investment Securities Inc. (the “Initial Purchasers”), upon the terms set forth in the purchase agreement, dated August 13, 2008 (the “Purchase Agreement”), its 8.250% Notes due 2018 (the “Notes”).

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT AMONG PLAINS ALL AMERICAN PIPELINE, L.P., PAA FINANCE CORP., THE GUARANTORS AND THE INITIAL PURCHASERS Dated as of May 27, 2005
Exchange and Registration Rights Agreement • May 31st, 2005 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • New York

Plains All American Pipeline, L.P., a Delaware limited partnership (the "Partnership"), PAA Finance Corp., a Delaware corporation ("PAA Finance," and together with the Partnership, the "Issuers") and the Guarantors listed on Schedule 1 hereto (the "Guarantors"), propose to issue and sell to the initial purchasers listed on Schedule 2 hereto (the "Initial Purchasers"), upon the terms set forth in a purchase agreement dated May 24, 2005 (the "Purchase Agreement"), $150,000,000 principal amount of 5.25% Senior Notes due 2015 (the "Securities") relating to the initial placement of the Securities (the "Initial Placement"). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Issuers and the Guarantors agree with you for your benefit and the benefit of the other holders from time to time of the Securities (including the Initial Purchasers) (each a "Holder" and, together, the "Holders"), as follows:

EXHIBIT 7.1 INTRAWEST CORPORATION 10.50% SENIOR NOTES DUE FEBRUARY 1, 2010 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • November 6th, 2002 • Intrawest Corp • Services-amusement & recreation services • New York
Form of Registration Rights Agreement EXCHANGE AND REGISTRATION RIGHTS AGREEMENT TESORO CORPORATION $500,000,000 61/2% Senior Notes due 2017
Exchange and Registration Rights Agreement • June 4th, 2007 • Tesoro Corp /New/ • Petroleum refining • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 29, 2007 by and among Tesoro Corporation, a Delaware corporation (the “Company”), Gold Star Maritime Company, Smiley’s Super Service, Inc., Tesoro Alaska Company, Tesoro Aviation Company, Tesoro Companies, Inc., Tesoro Environmental Resources Company, Tesoro Far East Maritime Company, Tesoro Financial Services Holding Company, Tesoro Hawaii Corporation, Tesoro Maritime Company, Tesoro Northstore Company, Tesoro Refining and Marketing Company, Tesoro Trading Company, Tesoro Wasatch, LLC, Tesoro Sierra Properties, LLC, Tesoro South Coast Company, LLC, Tesoro Vostok Company and Tesoro West Coast Company, LLC (each a “Guarantor” and collectively, the “Guarantors”), and Lehman Brothers Inc., J.P. Morgan Securities, Inc., Goldman, Sachs & Co. and Greenwich Capital Markets, Inc., as the several initial purchasers named in the Purchase Agreement (the “Purchasers”), who have agreed to purchase $500,000,000

CARPENTER TECHNOLOGY CORPORATION $100,000,000 6.625 % Senior Notes Due 2013 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • September 12th, 2003 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York

Carpenter Technology Corporation, a Delaware corporation (the “Company”), has agreed to issue and sell $100,000,000 aggregate principal amount of its 6.625 % Senior Notes Due 2013 (“Securities”) to Wachovia Securities, Inc. (the “Initial Purchaser”), upon the terms and subject to the conditions set forth in the Purchase Agreement dated as of May 19, 2003 between the Company and the Initial Purchaser (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.

LEIDOS, INC. $1,000,000,000 2.300% Notes due 2031 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • October 9th, 2020 • Leidos Holdings, Inc. • Services-computer integrated systems design • New York

☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

MEDIACOM BROADBAND LLC MEDIACOM BROADBAND CORPORATION 5 1⁄2% Senior Notes due 2021 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • August 20th, 2014 • Mediacom Broadband Corp • Cable & other pay television services • New York

¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Contract
Exchange and Registration Rights Agreement • February 23rd, 2005 • Cincinnati Bell Inc • Telephone communications (no radiotelephone) • New York
AMERICAN MEDIA OPERATIONS, INC. EXCHANGE AND REGISTRATION RIGHTS AGREEMENT December 13, 2007
Exchange and Registration Rights Agreement • February 14th, 2008 • American Media Operations Inc • Periodicals: publishing or publishing & printing • New York

American Media Operations, Inc., a Delaware corporation (the “Company”), proposes to issue, for each $1,000 outstanding principal amount of the Company’s 10 1/4% Series B Senior Subordinated Notes due 2009 (the “Existing Securities”) held by any holder of Existing Securities, $36.36 principal amount of 10 1/4% Series B Senior Subordinated Notes due 2009 (the “Additional Securities” and, together with the Existing Securities, the “Securities”). The Securities were issued pursuant to an Indenture dated as of February 14, 2002 (as supplemented, the “Indenture”), among the Company, certain of the Company’s subsidiaries as guarantors (the “Note Guarantors”) and HSBC Bank USA, National Association (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”). The Company issued $400,000,000 aggregate principal amount of Existing Securities and $14,544,000 aggregate principal amount of Additional Securities pursuant to the Indenture.

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • December 23rd, 2003 • Check Mart of New Mexico Inc • Functions related to depository banking, nec • New York

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of November 13, 2003, by and among DFG Holdings, Inc., a Delaware corporation (the “Company”), and GS Mezzanine Partners, L.P., a Delaware limited partnership, GS Mezzanine Partners Offshore, L.P., a Cayman Islands limited partnership, Stone Street Fund 1998, L.P., a Delaware limited partnership, Bridge Street Fund 1998, L.P., a Delaware limited partnership, Ares Leveraged Investment Fund, L.P., a Delaware limited partnership and Ares Leveraged Investment Fund II, L.P., a Delaware limited partnership (collectively, the “Initial Purchasers”), as the purchasers of the 13.95% Senior Subordinated Notes Due 2012 of the Company.

Exchange and Registration Rights Agreement Dated as of May 31, 2007 among Psychiatric Solutions, Inc., The Subsidiary Guarantors from time to time party hereto, and Citigroup Global Markets Inc. Merrill, Lynch, Pierce, Fenner & Smith Incorporated Banc...
Exchange and Registration Rights Agreement • June 1st, 2007 • Psychiatric Solutions Inc • Services-specialty outpatient facilities, nec • New York

This Exchange and Registration Rights Agreement (this “Agreement”) is made and entered into as of May 31, 2007 by and among Psychiatric Solutions, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined herein) and Citigroup Global Markets Inc. and Merrill, Lynch, Pierce, Fenner & Smith Incorporated on behalf of Banc of America Securities LLC and J.P. Morgan Securities Inc. (collectively, the “Initial Purchasers”).

ARTICLE I DEFINITIONS
Exchange and Registration Rights Agreement • July 23rd, 2002 • National Golf Properties Inc • Real estate investment trusts • Delaware
Exchange and Registration Rights Agreement Dated as of August 19, 2004 among La Quinta Properties, Inc., Parent Guarantor, and Lehman Brothers Inc., on behalf of the Initial Purchasers
Exchange and Registration Rights Agreement • September 29th, 2004 • La Quinta Properties Inc • Hotels & motels • New York

This Exchange and Registration Rights Agreement (this "Agreement") is made and entered into as of August 19, 2004 by and among La Quinta Properties, Inc., a Delaware corporation (the "Company"), Parent Guarantor (as defined herein) and Lehman Brothers Inc. on behalf of Banc of America Securities LLC, Wells Fargo Securities, LLC, Morgan Stanley & Co. Incorporated, CIBC World Markets Corp. and Calyon Securities (USA) Inc. (collectively, the "Initial Purchasers").

TRICO SHIPPING AS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
Exchange and Registration Rights Agreement • November 5th, 2009 • Trico Marine Services Inc • Water transportation • New York

Trico Shipping AS, a Norwegian limited company (the “Issuer”) and subsidiary of Trico Marine Services, Inc., a Delaware corporation (the “Parent”), proposes to issue and sell to the initial purchaser (the “Initial Purchaser”) named in that certain Purchase Agreement, dated October 16, 2009 (the “Purchase Agreement”), among the Issuer, the Parent, the other Guarantors (as defined below) and Barclays Capital Inc., on behalf of the Initial Purchasers, upon the terms set forth therein, $400,000,000 aggregate principal amount of the Issuer’s 11 7/8% Senior Secured Notes due 2014 (the “Securities”) to be issued pursuant to an indenture, dated as of the date hereof (as the same may be modified, supplemented or amended from time to time, the “Indenture”), among the Issuer, the Guarantors and Wells Fargo Bank, N.A., as trustee, which Securities will be unconditionally guaranteed on a senior secured basis by each of the Guarantors.