The Syndicated Loan Agreement is a crucial document used when a borrower requires substantial financing that exceeds the capacity or risk appetite of a single lender. This agreement, governed by Indonesian law, establishes a framework for multiple lenders to participate in a coordinated lending arrangement while maintaining individual lending relationships through a facility agent. It is particularly relevant for large-scale financing in Indonesia, incorporating local regulatory requirements from Bank Indonesia and OJK, while often accommodating international lender requirements. The document includes detailed provisions on facility terms, security sharing, voting rights, transfer mechanisms, and administration of the loan, making it suitable for complex financing transactions where risk sharing among lenders is desired.
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1. Parties: Identifies all parties including Borrower, Arranger(s), Facility Agent, Security Agent, and Original Lenders
2. Background: Sets out the context of the facility and basic commercial terms agreed
3. Definitions and Interpretation: Comprehensive definitions section and rules of interpretation, including Indonesian law-specific terms
4. The Facilities: Details of the loan facilities, purpose, and commitment amounts
5. Conditions Precedent: Documents and conditions required before utilization, including Indonesian law-specific requirements
6. Utilization: Process and requirements for drawing down the loan
7. Repayment: Repayment schedule and mechanics
8. Prepayment and Cancellation: Voluntary and mandatory prepayment events and processes
9. Interest: Interest calculation, periods, and payment provisions, including default interest
10. Fees: All fee provisions including arrangement, commitment, and agency fees
11. Tax Gross Up and Indemnities: Tax provisions including Indonesian withholding tax requirements
12. Increased Costs: Provisions for dealing with regulatory changes affecting lenders' costs
13. Representations and Warranties: Borrower's representations including those specific to Indonesian law
14. Information Undertakings: Information and reporting requirements
15. Financial Covenants: Financial maintenance covenants and calculations
16. General Undertakings: Positive and negative covenants
17. Events of Default: Default triggers and consequences
18. Changes to Parties: Transfer and assignment provisions, including Indonesian law requirements
19. Role of the Agents: Rights and obligations of the Facility Agent and Security Agent
20. Sharing Among Finance Parties: Payment sharing and turnover provisions
21. Payment Mechanics: Payment provisions including currency and timing
22. Set-off: Rights of set-off and application of payments
23. Notices: Communication methods and details
24. Calculations and Certificates: Basis for calculations and evidence
25. Partial Invalidity: Severability provisions
26. Remedies and Waivers: Rights and remedies provisions
27. Amendments and Waivers: Process for modifications to the agreement
28. Governing Law: Indonesian law as governing law
29. Enforcement: Jurisdiction, dispute resolution, and service of process provisions
1. Green Loan Provisions: Required if the facility is designated as a green loan, including use of proceeds and reporting requirements
2. Islamic Finance Provisions: Required if the facility includes Sharia-compliant tranches
3. Multi-currency Provisions: Required if the facility can be drawn in multiple currencies
4. Accordion Facility: Optional section for potential facility increase mechanisms
5. Bank Indonesia Reporting: Additional reporting requirements if required by Bank Indonesia regulations
6. Property Development Provisions: Required for real estate development financing, including construction milestones
7. Currency Control Provisions: Enhanced provisions required for offshore lenders
8. Political Force Majeure: Additional provisions for dealing with Indonesia-specific political risks
1. Schedule 1 - Original Parties: Details of original lenders and commitments
2. Schedule 2 - Conditions Precedent: Detailed list of required CP documents
3. Schedule 3 - Utilization Request: Form of utilization request
4. Schedule 4 - Form of Transfer Certificate: Template for transfers between lenders
5. Schedule 5 - Form of Compliance Certificate: Template for periodic compliance certification
6. Schedule 6 - Financial Covenants Calculations: Detailed calculation methodologies
7. Schedule 7 - Security Documents: List and forms of security documents
8. Schedule 8 - Repayment Schedule: Detailed repayment schedule
9. Schedule 9 - Form of Accession Deed: Template for new parties joining the agreement
10. Schedule 10 - Form of Indonesian Law Power of Attorney: Required form of power of attorney under Indonesian law
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