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A Note Agreement is a crucial financial instrument used to formalize debt obligations between parties, particularly common in corporate financing, private lending, and investment scenarios. This document type is specifically tailored to meet Indonesian legal requirements and regulatory framework, including compliance with the Indonesian Civil Code and relevant financial regulations. The agreement typically documents the borrowing of funds, establishing clear terms for repayment, interest calculations, and enforcement mechanisms. It's particularly useful when parties need a more structured approach than a simple loan agreement but may not require the complexity of a full facility agreement. The Note Agreement must be drafted in both Indonesian and English languages to comply with Law No. 24 of 2009, with the Indonesian version prevailing in case of inconsistencies. Key aspects include currency provisions (typically in Indonesian Rupiah unless exceptions apply), stamp duty requirements, and specific execution formalities required under Indonesian law.

1. Parties: Identification of the issuer and holder(s) of the note

2. Background: Context of the note issuance and relationship between the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Principal Amount and Issuance: Statement of the principal amount, issuance date, and acknowledgment of receipt

5. Interest: Interest rate, calculation method, and payment periods

6. Payment Terms: Maturity date, payment schedule, prepayment provisions, and payment mechanics

7. Representations and Warranties: Standard representations by the issuer regarding capacity, authority, and solvency

8. Events of Default: Circumstances constituting default and consequences

9. Remedies: Rights and remedies available to the holder upon default

10. Currency: Specification of payment currency and exchange rate provisions as required by Indonesian law

11. Notices: Process for giving notices between parties

12. Governing Law: Confirmation of Indonesian law as governing law

13. Dispute Resolution: Jurisdiction and dispute resolution mechanisms

14. Language: Dual language requirements under Indonesian law

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