The Note Purchase Agreement is a fundamental document in debt financing transactions, used when companies seek to raise capital through the issuance of debt securities. This agreement, governed by U.S. securities laws, outlines the complete terms of the note offering, including purchase price, interest rates, maturity dates, and conversion rights (if applicable). It's commonly used for private placements, venture debt, and growth capital financing. The document must comply with federal securities regulations, including registration requirements or applicable exemptions, as well as state-specific 'Blue Sky' laws. The Note Purchase Agreement serves as the primary contract protecting both issuer and investor interests through detailed representations, warranties, and covenants.

1. Parties: Identification of the issuer, purchaser(s), and any other relevant parties

2. Background: Context of the note issuance and purpose of the financing

3. Definitions: Key terms used throughout the agreement

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

5. Closing Conditions: Conditions precedent to the purchase obligation

6. Representations and Warranties: Statements of fact by issuer and purchaser

7. Covenants: Ongoing obligations of the parties

8. Events of Default: Circumstances triggering acceleration or other remedies

9. Miscellaneous: Standard boilerplate provisions including governing law, notices, and amendments