Loan Note Subscription Agreement Template for Indonesia

The Loan Note Subscription Agreement serves as a crucial document in Indonesian corporate financing, providing a legal framework for companies to raise debt capital through the issuance of loan notes. This document type is commonly used when companies need to secure medium to long-term funding while offering investors (subscribers) a structured debt instrument with defined returns. The agreement must comply with Indonesian financial regulations, including OJK (Financial Services Authority) requirements, Bank Indonesia regulations, and the Indonesian Civil Code. It is particularly relevant for private placements and structured finance transactions where detailed terms of subscription, repayment, and security need to be documented. The agreement typically includes comprehensive provisions covering subscription mechanics, payment terms, representations and warranties, covenants, events of default, and enforcement mechanisms, all tailored to the Indonesian legal context.

1. Parties: Identification of the Issuer, Subscriber(s), and any other relevant parties such as security trustee or paying agent

2. Background: Context of the loan note issuance, purpose of the funding, and general transaction structure

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including Indonesian law-specific terms

4. Subscription and Issue: Core terms of the subscription, including amount, price, and mechanics of subscription

5. Loan Note Terms: Key terms including interest rate, maturity, repayment schedule, and currency

6. Conditions Precedent: Prerequisites for subscription including regulatory approvals and document delivery

7. Representations and Warranties: Standard and Indonesian law-specific representations from both Issuer and Subscriber

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

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

10. Tax Provisions: Treatment of Indonesian withholding tax and other tax matters

11. Payments and Calculations: Payment mechanics, business day conventions, and calculation methods

12. Transfer and Assignment: Rules and procedures for transferring the loan notes

13. Notices: Communication procedures between parties

14. Governing Law and Jurisdiction: Confirmation of Indonesian law governance and dispute resolution provisions

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