This Note provides an overview of the standard terms and provisions of the registration rights agreement used in the context of a Rule 144A and Regulation S offering of non-convertible debt securities. This Note discusses the obligation to register the offer and sale of securities under the Securities Act in connection with an A/B exchange offer and to file a resale shelf registration in certain circumstances. The discussion includes details on standard provisions concerning the payment of expenses, registration procedures, participation of broker-dealers in exchange offers, and indemnity and contribution provisions.