The Note Purchase Agreement is a crucial document used in debt financing transactions where an entity seeks to raise capital by issuing debt securities. Under Dutch law, this agreement serves as the primary document governing the relationship between the note issuer and purchaser(s), incorporating requirements from the Dutch Civil Code, Financial Supervision Act (Wft), and relevant EU regulations. It is particularly useful for private placements of debt securities, corporate financing arrangements, and structured finance transactions. The agreement typically includes detailed provisions on note terms, purchase conditions, representations, covenants, and default scenarios, while ensuring compliance with Dutch and EU securities regulations. This document is essential for both domestic Dutch transactions and cross-border financings where Dutch law is chosen as the governing law.

1. Parties: Identification of the Note Issuer and Purchaser(s), including full legal names, registration details, and addresses

2. Background: Context of the note issuance, purpose of the financing, and any relevant corporate approvals

3. Definitions: Comprehensive list of defined terms used throughout the agreement

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

5. Note Terms: Essential terms of the notes including interest rate, maturity date, payment schedules, and calculation methods

6. Closing Conditions: Conditions precedent to the purchase of notes, including required deliverables and verifications

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

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

9. Events of Default: Circumstances constituting default and corresponding remedies

10. Transfer Restrictions: Limitations and conditions on the transfer of notes

11. Payments and Computations: Mechanics for making payments, including payment accounts, currencies, and calculation conventions

12. Amendments and Waivers: Procedures for modifying the agreement or waiving provisions

13. Notices: Communication requirements and contact details

14. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions

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