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.
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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
1. Currency Provisions: Required for notes issued in foreign currency, detailing exchange rate mechanisms and currency risk management
2. Tax Provisions: Detailed tax clauses needed if notes have specific tax implications or withholding requirements
3. Additional Security Provisions: Required when notes are secured by multiple assets or complex security arrangements
4. Guarantees: Include when notes are guaranteed by parent company or third parties
5. Limited Recourse Provisions: Required for structured finance transactions or when recourse is limited to specific assets
6. Shariah Compliance: Required for Islamic notes or Sukuk structures
7. Rating Agency Provisions: Include when notes are or will be rated by credit rating agencies
1. Form of Note Certificate: Template of the physical note certificate if applicable
2. Terms and Conditions of the Notes: Detailed terms and conditions that will apply to the notes
3. Provisions for Meetings of Noteholders: Detailed procedures for conducting noteholder meetings
4. Form of Transfer Deed: Template for transferring notes between holders
5. Security Documents: Copies or forms of related security documents
6. Financial Covenants Calculations: Formulas and methods for calculating financial covenants
7. Form of Compliance Certificate: Template for periodic compliance certification by issuer
8. List of Authorized Signatories: Names and specimen signatures of authorized signatories
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