The Note Purchase Agreement is a crucial document used when a company or entity seeks to raise capital through the issuance of debt instruments in Indonesia. It serves as the primary contract governing the relationship between the issuer and the note purchaser(s), establishing their respective rights and obligations. The agreement must be structured to comply with Indonesian regulatory requirements, including those set by the Financial Services Authority (OJK) and Bank Indonesia. Typically used in private placement transactions, this document outlines key terms such as interest rates, maturity dates, repayment schedules, and any security arrangements. It's particularly important in the Indonesian context due to specific local requirements regarding currency usage, foreign investment restrictions, and mandatory governing law provisions.
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1. Parties: Identifies and provides full details of the issuer and purchaser(s) of the notes
2. Background: Establishes the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale of Notes: Details the core transaction terms, including purchase price, number of notes, and denomination
5. Closing Conditions: Specifies conditions that must be met before the purchase is completed
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 about its legal status, authority, and investment intentions
8. Covenants: Ongoing obligations of the parties during the term of the notes
9. Events of Default: Circumstances that constitute default and consequences thereof
10. Interest and Payment Terms: Details of interest calculations, payment dates, and payment mechanisms
11. Transfer and Registration: Rules and procedures for transferring the notes
12. Notices: How formal communications between parties should be made
13. Governing Law and Jurisdiction: Specifies Indonesian law as governing law and relevant jurisdiction
14. General Provisions: Standard boilerplate clauses including amendments, waiver, and severability
1. Security: Include when the notes are secured by specific assets or guarantees
2. Conversion Rights: Include for convertible notes that can be converted into equity
3. Registration Rights: Include when purchasers have rights to register their notes for public trading
4. Tax Provisions: Include detailed tax provisions when involving international purchasers or complex tax structures
5. Foreign Currency Provisions: Include when the notes are denominated in non-Rupiah currency
6. Subordination: Include when the notes are subordinated to other debt
7. Multiple Purchasers: Include special provisions for agreements with multiple note purchasers
1. Form of Note: The actual form of the promissory note to be issued
2. Disclosure Schedule: Detailed disclosures related to representations and warranties
3. Payment Schedule: Detailed schedule of payment dates and amounts
4. Corporate Documents: Copies of relevant corporate authorizations and resolutions
5. Security Documents: Details of any security or collateral (if applicable)
6. Purchaser Eligibility Criteria: Requirements for eligible note purchasers
7. Required Regulatory Approvals: List of necessary regulatory approvals and their status
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