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The Note Purchase Agreement serves as the primary documentation for private placement of debt securities in Belgium, typically used when companies seek to raise capital through the issuance of notes to institutional or qualified investors. This agreement type is particularly relevant for medium to large-sized enterprises looking for alternative financing options outside traditional bank lending. The document comprehensively covers the terms of the note issuance, purchase conditions, rights and obligations of parties, and compliance requirements under Belgian law and EU regulations. It includes crucial elements such as financial covenants, events of default, transfer restrictions, and tax considerations. The Note Purchase Agreement must comply with Belgian financial regulations, including the Financial Services and Markets Authority (FSMA) requirements, and often incorporates specific Belgian civil law provisions regarding contract formation and enforcement.

1. Parties: Identification of the issuer, purchaser(s), and any guarantors or trustees

2. Background: Context of the note issuance, including corporate authorizations and purpose of the financing

3. Definitions: Definitions of key terms used throughout the agreement

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

5. Closing Conditions: Conditions precedent to the purchase of notes, including documentation requirements

6. Representations and Warranties of the Issuer: Issuer's statements about its legal status, authority, and financial condition

7. Representations and Warranties of the Purchaser: Purchaser's statements, including investment capacity and sophistication

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

9. Events of Default: Circumstances constituting default and consequences thereof

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

11. Payments and Computations: Mechanics of interest and principal payments, calculation methods

12. Governing Law and Jurisdiction: Specification of Belgian law governance and jurisdiction

13. Miscellaneous: Standard provisions including notices, amendments, and severability