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Note Trust Deed Template for United Arab Emirates

A Note Trust Deed is a foundational document in UAE securities law that establishes and governs the trust arrangement between an issuer and a trustee for the benefit of noteholders. This document, compliant with UAE Federal laws and potentially DIFC regulations if applicable, sets out the terms of the notes, the rights and obligations of all parties, and the framework for the administration of the trust. It includes detailed provisions for note issuance, transfer, enforcement rights, security arrangements (if applicable), and noteholder meetings, while ensuring compliance with local regulatory requirements and market practices.

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What is a Note Trust Deed?

The Note Trust Deed is a crucial document used in capital markets transactions in the UAE, particularly when an entity wishes to issue notes or bonds to raise capital. This document is essential for establishing the trust structure that underpins the note issuance, ensuring proper administration and protection of noteholder interests. The Note Trust Deed must comply with UAE Federal laws, including UAE Federal Law No. 8 of 2004 and relevant Central Bank regulations, and may also need to align with DIFC regulations if the transaction involves the DIFC. It contains comprehensive provisions covering the creation and issuance of notes, trustee powers and duties, noteholder rights, enforcement mechanisms, and various operational aspects of the trust arrangement. This document is particularly relevant for both conventional and Islamic note issuances, and can accommodate various security structures and guarantee arrangements as needed.

What sections should be included in a Note Trust Deed?

1. Parties: Identification of the Issuer, Trustee, and any other primary parties to the deed

2. Background: Context of the note issuance and purpose of the trust arrangement

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

4. Constitution of the Notes: Legal basis for the creation and issuance of the notes

5. Trust Declaration: Formal declaration of trust and appointment of trustee

6. Form and Status of Notes: Description of note format, denomination, and status

7. Register and Title: Provisions regarding the maintenance of noteholder register and evidence of title

8. Covenants of the Issuer: Issuer's obligations and undertakings

9. Trustee Powers and Duties: Detailed powers, responsibilities, and duties of the trustee

10. Remuneration and Indemnification: Trustee compensation and indemnity provisions

11. Noteholders' Rights and Obligations: Rights, powers, and obligations of noteholders

12. Meetings of Noteholders: Procedures for calling and conducting noteholder meetings

13. Modifications and Waivers: Procedures for modifying the trust deed or waiving requirements

14. Enforcement: Rights and procedures for enforcement of noteholder rights

15. Termination and Release: Conditions and procedures for terminating the trust

16. Notices: Requirements for giving notices under the deed

17. Governing Law and Jurisdiction: Choice of UAE law and jurisdiction provisions

What sections are optional to include in a Note Trust Deed?

1. Security Arrangements: Required if the notes are secured, detailing the security structure and enforcement

2. Guarantee Provisions: Required if the notes are guaranteed by a third party

3. Sharia Compliance: Required for Islamic notes, including relevant Sharia principles and compliance requirements

4. Agent Provisions: Required if paying agents, calculation agents, or other agents are appointed

5. Limited Recourse: Required for structured finance transactions to limit noteholder recourse

6. Additional Covenants: Optional financial or operating covenants depending on transaction structure

7. Tax Provisions: Detailed tax provisions if specific tax treatment is required

8. DIFC Provisions: Required if the trust deed is governed by DIFC law or involves DIFC entities

What schedules should be included in a Note Trust Deed?

1. Note Terms and Conditions: Detailed terms and conditions applicable to the notes

2. Form of Global Note: Form of temporary and permanent global note certificates

3. Form of Definitive Note: Form of individual note certificates

4. Provisions for Meetings of Noteholders: Detailed procedures for noteholder meetings

5. Register and Transfer Procedures: Procedures for maintaining register and transferring notes

6. Forms of Notices: Standard forms for various notices under the deed

7. Fee Schedule: Schedule of trustee and agent fees

8. Security Documents: Forms of security documents if applicable

9. Eligibility Criteria: Criteria for eligible assets if applicable to structured notes

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Document Type

Promissory Note

Sector

Banking

Cost

Free to use

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