The Note Purchase Agreement serves as a crucial financing instrument in the Indian market, used when companies seek to raise debt capital through the issuance of notes to investors. This document is particularly relevant when traditional bank financing may not be suitable or when companies prefer structured debt arrangements. The agreement must be carefully drafted to comply with Indian regulatory requirements, including the Securities Contracts (Regulation) Act, Companies Act provisions, and applicable RBI guidelines. It typically includes comprehensive terms covering the note characteristics, purchase conditions, representations, covenants, and default provisions. The document becomes especially important in cross-border transactions where foreign investment regulations add another layer of complexity. Its usage has increased in recent years as Indian companies seek diverse funding sources and investors look for yield-generating instruments.
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1. Parties: Identification of the issuer and purchaser(s) of the notes
2. Background: Context of the transaction, including the issuer's business and purpose of the note issuance
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase and Sale of Notes: Core transaction terms including purchase price, principal amount, and basic note terms
5. Closing: Timing, conditions, and mechanics of the closing process
6. Representations and Warranties of the Issuer: Issuer's statements about its legal status, authority, and business condition
7. Representations and Warranties of the Purchaser: Purchaser's statements about its authority and eligibility to purchase
8. Covenants: Ongoing obligations of the parties, particularly the issuer's operational and financial commitments
9. Events of Default: Circumstances constituting default and consequences thereof
10. Remedies: Rights and remedies available to parties upon default or breach
11. Miscellaneous: Standard boilerplate provisions including notices, amendments, governing law, etc.
1. Security: Include when notes are secured by collateral or guarantees
2. Multiple Closings: Include for transactions with multiple tranches or closing dates
3. Subordination: Include when the notes are subordinated to other debt
4. Registration Rights: Include if notes are convertible or may need to be registered
5. Tax Provisions: Include detailed tax provisions if complex tax implications exist
6. Foreign Investment Provisions: Include when foreign investors are involved
7. Regulatory Compliance: Include specific provisions required by applicable regulations
1. Form of Note: The actual form of the promissory note to be issued
2. Disclosure Schedule: Exceptions to representations and warranties
3. Use of Proceeds: Detailed breakdown of how the proceeds will be used
4. Corporate Authorizations: Copies of relevant corporate approvals and resolutions
5. Existing Indebtedness: Schedule of issuer's existing debt obligations
6. Payment Schedule: Detailed payment terms including interest calculation methods
7. Security Details: Details of any collateral or security arrangements
8. Required Consents: List of required third-party or governmental consents
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