Debt Trust Deed Template for United Arab Emirates

The Debt Trust Deed is a crucial document in UAE debt capital markets and secured financing transactions, establishing the framework for debt securities issuance and the associated trust arrangements. It is primarily used when companies seek to raise capital through debt instruments, requiring a trustee to hold security on behalf of multiple noteholders. The document must comply with UAE federal laws, including the Civil Code and Commercial Companies Law, while potentially incorporating DIFC trust law concepts where applicable. It contains detailed provisions on security creation, enforcement mechanisms, trustee duties, and noteholder rights, adapting common law trust concepts to the UAE's civil law framework. The deed can be structured to accommodate both conventional and Islamic financing principles, making it versatile for various financing needs in the UAE market.

1. Parties: Identification of the Issuer, Trustee, and any other relevant parties such as Security Agent or Note Holders' Representative

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

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

4. Constitution of the Trust: Establishment of the trust, appointment of trustee, and declaration of trust

5. The Notes: Terms and conditions of the debt securities, including denomination, status, and form

6. Issue of Notes: Procedures and conditions for issuing the notes

7. Covenants: Issuer's obligations and undertakings regarding the operation of the business and maintenance of security

8. Security: Creation and maintenance of security interests securing the debt obligations

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

10. Enforcement: Events of Default and enforcement procedures

11. Meetings of Noteholders: Procedures for noteholder meetings and collective decision-making

12. Modification and Waiver: Procedures for modifying the deed terms and conditions

13. Indemnification of Trustee: Trustee's rights to indemnification and liability limitations

14. Replacement of Trustee: Procedures for trustee resignation, removal, and replacement

15. Notices: Communication procedures between parties

16. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions