The Note Purchase Agreement is a crucial document used in Malaysian debt capital markets transactions when a company or entity wishes to raise capital by issuing debt securities (notes) to investors. The agreement is designed to comply with Malaysian regulatory requirements, particularly those set forth by the Securities Commission Malaysia and the Capital Markets and Services Act 2007. It typically includes detailed provisions on the notes' terms, purchase conditions, representations and warranties, covenants, events of default, and transfer restrictions. This document is essential for both private placements and institutional offerings, providing legal protection for both issuers and investors while ensuring regulatory compliance. The agreement's structure reflects Malaysian market practice while incorporating international standards for debt securities documentation, making it suitable for both domestic and cross-border transactions.

1. Parties: Identification of the Note issuer and purchaser(s), including full legal names and registration details

2. Background: Context of the note issuance, including purpose of the financing and basic transaction structure

3. Definitions: Key terms used throughout the agreement, including financial terms, dates, and technical definitions

4. Purchase and Sale of Notes: Core transaction terms including purchase price, principal amount, and closing mechanics

5. Closing Conditions: Prerequisites that must be satisfied before the purchase obligation becomes binding

6. Representations and Warranties: Statements of fact and assurances from both issuer and purchaser

7. Note Terms: Fundamental terms of the notes including interest rate, maturity, payment dates, and calculation methods

8. Covenants: Ongoing obligations of the issuer, including financial covenants and reporting requirements

9. Events of Default: Circumstances that trigger default and remedies available to note holders

10. Transfer Restrictions: Limitations on the ability to transfer the notes and required procedures

11. Amendments and Waivers: Process for modifying agreement terms or waiving requirements

12. Notices: Communication requirements and contact details for formal notices

13. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

14. Miscellaneous: Standard boilerplate provisions including severability, counterparts, and entire agreement