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The Note Subscription Agreement is a crucial document used in Indonesian corporate finance transactions when a company wishes to raise capital through the issuance of debt instruments (notes). This agreement is particularly relevant when companies seek alternative financing options to traditional bank loans or equity funding. Under Indonesian law, specifically the Capital Markets Law and OJK regulations, the document must include specific provisions regarding investor protection, disclosure requirements, and compliance with local securities regulations. The agreement typically details the full terms of the note issuance, subscription process, payment mechanisms, interest calculations, and redemption provisions. It's commonly used for both private placements and public offerings, requiring careful consideration of Indonesian foreign investment restrictions, currency regulations, and tax implications if international investors are involved.

1. Parties: Identifies the issuer, subscriber(s), and any other relevant parties to the agreement

2. Background: Sets out the context of the note issuance and the parties' intentions

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Subscription and Issuance: Details the terms of note subscription, including amount, price, and issuance process

5. Conditions Precedent: Lists conditions that must be satisfied before the subscription becomes effective

6. Payment Terms: Specifies payment mechanics, timing, and currency for the note subscription

7. Representations and Warranties: Contains statements of fact and assurances from both issuer and subscriber

8. Covenants: Sets out ongoing obligations of the issuer and subscriber

9. Interest and Redemption: Specifies interest calculation, payment dates, and redemption terms

10. Events of Default: Lists circumstances constituting default and consequences

11. Transferability: Specifies conditions and restrictions for transferring the notes

12. Notices: Details how formal communications between parties should be made

13. Governing Law and Jurisdiction: Specifies Indonesian law as governing law and jurisdiction for disputes

14. General Provisions: Contains standard boilerplate clauses including amendments, waivers, and severability