Note Purchase Agreement for Singapore

Note Purchase Agreement Template for Singapore

A Note Purchase Agreement under Singapore law is a legally binding contract that establishes the terms and conditions for the issuance and purchase of debt instruments (notes) by investors. The agreement complies with Singapore's Securities and Futures Act and is regulated by the Monetary Authority of Singapore. It details the purchase price, interest rates, maturity dates, representations and warranties, and events of default, while incorporating specific requirements of Singapore's financial regulatory framework.

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What is a Note Purchase Agreement?

The Note Purchase Agreement is a crucial document used when companies seek to raise capital through debt instruments in Singapore. It serves as the primary transaction document establishing the relationship between the issuer and note purchasers, detailing all aspects of the note issuance including financial terms, security arrangements, and regulatory compliance requirements. The agreement must comply with Singapore's robust financial services regulatory framework, including MAS guidelines and the Securities and Futures Act. Note Purchase Agreements are particularly valuable for companies seeking alternative financing options to traditional bank loans or equity financing.

What sections should be included in a Note Purchase Agreement?

1. Parties: Identification of issuer and purchaser(s) with full legal names and addresses

2. Background/Recitals: Context of the note issuance, purpose, and basic transaction structure

3. Definitions: Key terms used throughout the agreement including Note terms, Closing, Material Adverse Effect, etc.

4. Purchase and Sale of Notes: Core transaction terms including purchase price, interest rate, maturity

5. Closing Conditions: Conditions precedent to the purchase including deliverables and requirements

6. Representations and Warranties: Statements of fact by issuer regarding corporate status, authority, and financial condition

7. Covenants: Ongoing obligations of the issuer during the term of the notes

8. Events of Default: Circumstances constituting default and remedies

What sections are optional to include in a Note Purchase Agreement?

1. Registration Rights: Provisions detailing rights to register notes for public trading, applicable when notes may be converted to publicly traded securities

2. Subordination: Terms specifying subordination to senior debt, included when notes are subordinated to other debt

3. Conversion Rights: Detailed terms and conditions for converting notes to equity, included for convertible notes only

What schedules should be included in a Note Purchase Agreement?

1. Form of Note: Template of the actual note certificate with all required terms and conditions

2. Disclosure Schedule: Comprehensive list of exceptions to representations and warranties

3. Purchaser Schedule: Detailed list of purchasers with their respective purchase amounts if multiple purchasers

4. Corporate Resolutions: Evidence of corporate authority to issue notes, including board and shareholder resolutions

5. Legal Opinion: Form of legal opinion to be delivered at closing from issuer's counsel

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Singapore

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions
Industries

Securities and Futures Act (Cap. 289): Primary legislation governing securities offerings, trading, and markets in Singapore. Critical for note issuance and trading requirements.

Companies Act (Cap. 50): Fundamental legislation governing corporate entities in Singapore, including authority to issue securities and corporate compliance requirements.

Contract Law (Amendment) Act 2020: Updates to Singapore's contract law framework, affecting formation and enforcement of contractual obligations.

Electronic Transactions Act (Cap. 88): Governs electronic transactions and digital signatures, relevant for electronic execution of agreements.

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore governing financial instruments and securities.

Securities and Futures Regulations: Detailed regulations supplementing the Securities and Futures Act, providing specific compliance requirements.

MAS Notice on Issuance of Corporate Notes/Bonds: Specific regulatory requirements for the issuance of corporate debt instruments in Singapore.

Banking Act (Cap. 19): Regulates banking institutions and their activities in Singapore, relevant if banks are involved in the transaction.

Money-changing and Remittance Businesses Act: Regulates money changing and remittance businesses, relevant for cross-border payment aspects.

Currency Act: Governs currency matters and payment provisions in Singapore.

AML/CFT Regulations: Anti-Money Laundering and Countering the Financing of Terrorism regulations for compliance in financial transactions.

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data in Singapore.

Income Tax Act: Tax legislation relevant for income tax implications of note purchases and interest payments.

Stamp Duties Act: Governs stamp duty obligations on certain documents and transactions in Singapore.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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