A Company Bond Contract serves as the foundational document for corporate debt issuance in the United States. This contract type is essential when companies seek to raise capital through debt securities, providing a detailed framework for the relationship between the issuer and bondholders. The document must comply with federal securities laws, including the Securities Act of 1933 and Trust Indenture Act of 1939, while addressing state-specific requirements. It typically includes terms for interest payments, maturity, security arrangements, covenants, and default provisions.
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1. Parties: Identification of issuer and trustee/bondholders
2. Background: Purpose of the bond issuance and basic transaction structure
3. Definitions: Key terms used throughout the bond contract
4. Bond Terms: Principal amount, interest rate, maturity date, and payment terms
5. Security: Details of any collateral or security arrangements
6. Covenants: Issuer's obligations and restrictions during bond term
7. Events of Default: Circumstances constituting default and remedies
8. Governing Law: Applicable jurisdiction and choice of law
1. Registration Rights: Terms for registering bonds if initially issued privately - used for private placements with potential public trading
2. Conversion Rights: Terms for converting bonds to equity - applicable for convertible bonds only
3. Redemption Provisions: Terms for early redemption or call options - included when early redemption is permitted
4. Subsidiary Guarantees: Terms of guarantees from subsidiaries - used when subsidiaries are guaranteeing the bonds
1. Form of Bond Certificate: Template of the physical or global bond certificate
2. Form of Transfer Certificate: Template for transferring bond ownership
3. Security Documents: Details of security arrangements and collateral
4. Financial Covenants Schedule: Detailed financial ratios and calculations
5. Subsidiary Guarantor Schedule: List of subsidiary guarantors and terms
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