SINGLE TRANSACTION - SECONDARY SALE AND PURCHASE AGREEMENT FORM FOR NON-DISTRESSED NOTES - MARCH 15, 2009

Sep 17, 2026

Upload by Sarah

Single Transaction Secondary Sale and Purchase Agreement Form for non-distressed notes dated March 15, 2009. Defines the agreement between the Seller and the Purchaser, referencing the related Note Purchase Agreement and the Notes described in Schedule A. Sets out the transfer of Transferred Rights, payment of the purchase price at closing, delivery mechanics, and subsequent re-registration obligations. Includes closing timing and Seller representations and warranties regarding ownership, authority, note terms, absence of default, and accredited investor status.

LanguageEnglish

CategoryForms

FormatPDF

Pages12

Reading Time4 min

AccessFree to download

Sale; Payment of Purchase Price; Obligations

Effective Date, Closing Date, and Purchase Price Payment

Transfer of Notes and Transferred Rights

Re-registration and Further Assurances

Representations and Warranties

SINGLE TRANSACTION SECONDARY SALE AND PURCHASE AGREEMENT FORM FOR NON-DISTRESSED NOTES MARCH 15, 2009 THIS SINGLE TRANSACTION SECONDARY SALE AND PURCHASE AGREEMENT FORM IS INTENDED FOR USE IN CONNECTION WITH THE PURCHASE AND SALE OF UNSECURED 1 , NON-DISTRESSED NOTES SECONDARY SALE AND PURCHASE AGREEMENT This Secondary Sale and Purchase Agreement (“Agreement”), dated as of , 20__, is by and between (“Seller”) and (“Purchaser”) . RECITALS A. Reference is made to (i) the Note Purchase Agreement dated as of (the “Note Purchase Agreement”) by and between (the “Issuer”), Seller and the other Institutional Investors that are named therein, and (ii) the Notes (as defined below) (the Note Purchase Agreement and the Notes, together with all documents executed pursuant thereto or in connection therewith, each of the foregoing as amended through and including the date of this Agreement, are referred to collectively in this Agreement as the “Financing Documents”) . Capitalized terms that are used in this Agreement, unless otherwise defined in this Agreement, shall have the meanings set forth in the Financing Documents. B. Pursuant to the Note Purchase Agreement, Seller or Seller’s nominee is the registered holder of the Notes issued by the Issuer that are described in Schedule A, which is attached hereto and incorporated in this Agreement by this reference (the “Notes”) . AGREEMENT In consideration of the mutual covenants and agreements contained in this Agreement, Seller and Purchaser hereby agree as follows: A. SALE; PAYMENT OF PURCHASE PRICE; OBLIGATIONS 1. Effective upon payment by Purchaser to Seller of the Total Amount Due on Settlement Date that is set forth in Schedule A hereto (the “Purchase Price”), Seller hereby irrevocably sells, transfers, conveys and assigns the Transferred Rights (as such term is defined below) unto Purchaser. The date on which Purchaser actually pays the Purchase Price to Seller is referred to in this Agreement asthe “Closing Date”. 2. Seller shall attach or shall cause its nominee to attach an appropriate, duly executed bond power [with a medallion signature-guarantee or other mutually acceptable authentication of the signature on each bond power]2 or another mutually acceptable instrument of transfer (each a “Bond Power”) to 1 Additional representations and warranties should be included in this Agreement if it is being used in connection with the sale of secured notes. There is a separate single transaction form for use regarding secondary sales of distressed notes. 2 In certain cases, a medallion signature guarantee on the bond power is required. It makes re-registration of notes easier. each Note and deliver the original Notes and Bond Powers to Purchaser on the Closing Date in accordance with Purchaser’s delivery instructions that appear in Schedule A, against payment of the Purchase Price.3 Promptly upon delivery of the Notes and the Bond Powers, but (subject to such delivery) in no event later than 2:00 p.m. New York time on the date of delivery of the Notes and the Bond Powers, Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to Seller in accordance with Seller’s wire transfer instructions that appear in Schedule A. Such wire transfer must be received by Seller on the date on which such delivery of the Notes and the Bond Powers occurs. 3. The Closing Date shall occur on or before , 20 . 4. Subject to the terms and conditions of this Agreement, as of the Closing Date, Seller hereby sells, assigns and transfers to Purchaser, and Purchaser hereby purchases from Seller, the following: (i) the Notes and (ii) all of Seller’s right, title and interest in, to and under the Financing Documents (collectively, the “Transferred Rights”) . 5. Subsequent to the Closing Date, Purchaser shall effect the re-registration of the Notes in the name of Purchaser or Purchaser’s nominee and Seller shall cooperate with Purchaser to the

FAQs

What does the agreement cover?

It governs the secondary sale and purchase of non-distressed unsecured notes and related transferred rights between the Seller and the Purchaser.

When is the closing date and what triggers it?

Closing is tied to the Purchaser’s actual payment of the purchase price to the Seller and occurs on or before the stated closing date in the agreement.

What delivery and payment steps are required at closing?

The Seller must provide bond powers and original notes to the Purchaser, and the Purchaser must pay the purchase price via wire transfer received by the Seller on the delivery date.

Sep 17, 2026

Upload by Sarah