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The Private Placement Enhancement Project was formed in 1993 by a group of institutional investors and investment banks to promote efficiencies in the capital markets and the attractiveness of private placements of fixed income securities. The Project's Working Group of financial and legal professionals prepared two Model Forms of note purchase agreement (1994) and a Financial Covenants Reference Manual (1995-96).

The Model Forms represent a negotiated business result - templates for initial draft of note purchase agreement that the investment bankers felt they could recommend to issuers and that institutional investors felt they could live with in an "ordinary" private placement transaction. The Financial Covenants Reference Manual represents a short collection of popular financial provisions and variations thereof to provide business people with a widely available common reference as they negotiate terms with one another with the hope that risk of misunderstanding might be minimized before preparation of definitive documents begins.

The Project is not affiliated with the American College of Investment Counsel (ACIC). However, the lawyers participating on the Working Group were all Fellows of the ACIC. The Project distributed the exposure draft of the Model Forms to all ACIC Fellows in 1993 for comment and received many thoughtful contributions in response before the publication of the final versions in 1994.

Neither the Project's Sponsors nor the Working Group have convened since 1996. No revisions to the Project's publications have been issued, and none are planned.

William M. Duncan, Working Group Chairman, October 2001