Note Trust Deed Template for Indonesia

The Note Trust Deed is a crucial document used in Indonesian debt capital markets transactions when a company wishes to issue notes or bonds to multiple investors. It establishes a trust structure where a licensed Indonesian trust agent acts on behalf of the noteholders, simplifying the administration of the notes and protecting noteholder interests. The document must comply with OJK regulations and Indonesian capital markets law, particularly Law No. 8 of 1995 and related OJK regulations. A Note Trust Deed typically includes comprehensive provisions covering note terms, security arrangements, trustee duties, noteholder rights, default scenarios, and enforcement mechanisms. It's particularly important for medium to large-scale debt issuances where direct relationships between the issuer and multiple noteholders would be impractical to manage individually.

1. Parties: Identifies and defines the main parties: Issuer, Trustee, and any other relevant parties

2. Background: Sets out the context of the note issuance and the purpose of the trust arrangement

3. Definitions and Interpretation: Comprehensive definitions of terms used in the deed and rules of interpretation

4. Appointment of Trustee: Terms of the trustee's appointment and acceptance of the trust

5. Declaration of Trust: Formal declaration establishing the trust and its purpose

6. The Notes: Detailed terms and conditions of the notes, including denomination, interest, maturity

7. Issuer's Covenants: Obligations and undertakings of the issuer, including financial covenants

8. Security: Details of any security provided for the notes

9. Trustee Powers and Duties: Comprehensive list of trustee's powers, responsibilities, and duties

10. Remuneration and Indemnification: Trustee's fees and indemnification provisions

11. Noteholder Meetings and Resolutions: Procedures for noteholder meetings and passing resolutions

12. Events of Default: List of events constituting default and consequences

13. Enforcement: Trustee's enforcement powers and procedures

14. Modifications and Waivers: Procedures for modifying the trust deed or waiving breaches

15. Termination: Circumstances and procedures for terminating the trust

16. Notices: Communication procedures between parties

17. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction