In 1993 a group of insurance companies and investment banks organized The Private Placement Enhancement Project to prepare certain models and references to make the private placement market more efficient. The Project's working group, on which a number of ACIC members served, produced three publications:

• Report of the Ad Hoc Committee of the American College of Investment Counsel on the Role of Pre-Designated Investors' Counsel, February 2007
   
• Appendix A - Ethical Consideration for Pre-Designated Investors' Counsel in Pre Documented(non-Rule 144A) Private Placements prepared by Hinshaw and Culbertson
   
• Appendix B - Form of Web Based Engagement and Conflict Disclosure Letter

Current Forms

• Secondary Transactions Master Agreement - Final  *New*
  Word     PDF
  
  
• Secondary Transactions Master Confidentiality Agreement - Final  *New*
  Word     PDF
  
  
• Single Transaction Secondary Sale and Purchase Agreement (Non-Distressed Notes) - Final   *New*
  Word     PDF
  
  
• Single Transaction Secondary Sale and Purchase Agreement (Distressed Notes) - Final    *New*
  Word     PDF
  
  
• Confidentiality Agreement - Final    *New*
  Word     PDF
  
  
• Make-Whole and Swap Indemnity Language
  
  
• Model Form No.1
  (clean version)
  
  
• Model Form No.2
  (clean version)
  
  
• Model Form No.2
  (redline version)
  
  
• Model X-1 Form
  (with footnotes)
  
  
• Model X-2 Form
  (with footnotes)
  
  
• Model X-2 Form
  (blackline version)
  (with footnotes)
  
  
• Due Diligence Secondary Transaction Guidelines
  
  
• Financial Covenants Reference Manual, February 1996 (Copyright (c) 1995 and 1996 by the Private Placement Enhancement Project, all rights reserved).

      Amendments

• EXHIBIT A – First Amendment Short Form
  
  
• EXHIBIT B – First Amendment Long Form, Version 1
  
  
• EXHIBIT C – First Amendment Long Form, Version 2
  
  
• EXHIBIT D – First Amendment, Consent and Waiver
  
  
• EXHIBIT E – Amendment Log
  
  
  

Guides

      Due Diligence Guidelines

• Domestic Unsecured Senior Debt Transactions
  
  
• Foreign Unsecured Senior Debt Transactions
  
  
• Secondary Transactions
  
  
• Repeat Private Placement with Prior Special Counsel
  
  
• Transactions with Preselected/Limited/No Special Counsel
  
  
• Transactions including Affiliate Guaranties
  
  
  

      Term Sheets

• Term Sheet Checklist for Unsecured Debt Transactions