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Debt Novation Agreement
"I need a Debt Novation Agreement under Indonesian law where PT Indo Mining (original debtor) will be replaced by PT Resource Solutions (new debtor) for an existing USD 5 million loan from Bank Central Asia, with all existing security arrangements to be maintained."
1. Parties: Identification of the original debtor, original creditor, and new debtor/creditor (depending on type of novation)
2. Background: Recitals explaining the existing debt obligation and the parties' intention to novate it
3. Definitions: Definitions of key terms including Original Debt, New Debt, Effective Date, and Security Documents
4. Original Debt: Details of the existing debt obligation being novated, including amount, interest, and payment terms
5. Novation: Core provisions effecting the novation, extinguishing the original debt and creating the new obligation
6. New Debt Terms: Terms of the new debt obligation, including amount, interest rate, payment schedule
7. Conditions Precedent: Conditions that must be satisfied before the novation takes effect
8. Representations and Warranties: Standard representations from all parties regarding capacity, authority, and legality
9. Release and Discharge: Provisions confirming the release of the original debtor/creditor from obligations
10. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
1. Security Preservation: Section preserving existing security arrangements for the new debt - include when existing security is to be maintained
2. New Security Arrangements: Details of any new security arrangements - include when new security is being provided
3. Tax Provisions: Specific provisions dealing with tax implications - include for high-value transactions or when tax efficiency is important
4. Currency Provisions: Provisions dealing with currency conversion and exchange rates - include for cross-border transactions
5. Regulatory Compliance: Additional compliance provisions - include when parties are regulated entities
6. Third Party Consents: Provisions regarding obtaining necessary third party consents - include when third party rights are affected
1. Schedule 1 - Original Debt Details: Detailed breakdown of the original debt obligation, including payment history
2. Schedule 2 - New Debt Terms: Detailed terms of the new debt obligation including repayment schedule
3. Schedule 3 - Security Details: Details of any security arrangements being preserved or created
4. Schedule 4 - Conditions Precedent Documents: List of required documents and conditions to be satisfied
5. Appendix A - Form of Release: Standard form of release document to be executed
6. Appendix B - Payment Schedule: Detailed schedule of payments under the new debt
Authors
Original Debt
New Debt
Original Debt Agreement
Original Creditor
Original Debtor
New Creditor
New Debtor
Business Day
Conditions Precedent
Default
Event of Default
Security
Security Documents
Existing Security
New Security
Encumbrance
Finance Documents
Facility
Interest Rate
Interest Period
Law
Material Adverse Effect
Outstanding Amount
Payment Date
Principal Amount
Release Date
Repayment Schedule
Security Interest
Tax
Transaction Documents
Working Day
Indonesian Rupiah
Governing Law
Novation
Guarantor
Security Provider
Permitted Security Interest
Related Parties
Signing Date
Interpretation
Definitions
Novation
Conditions Precedent
Release and Discharge
New Debt Terms
Security
Representations and Warranties
Payment Terms
Interest
Default
Tax
Currency
Assignment
Notices
Amendments
Force Majeure
Severability
Entire Agreement
Counterparts
Confidentiality
Costs and Expenses
Indemnification
Further Assurance
Governing Law
Dispute Resolution
Language
Waiver
Third Party Rights
Banking & Financial Services
Corporate Finance
Real Estate & Property
Manufacturing
Infrastructure & Construction
Mining & Resources
Agriculture & Plantation
Retail & Consumer Goods
Technology & Communications
Energy & Utilities
Legal
Finance
Treasury
Corporate Finance
Risk Management
Credit
Compliance
Corporate Secretariat
Banking Operations
Debt Restructuring
Chief Financial Officer
Finance Director
Treasury Manager
Corporate Finance Manager
Legal Counsel
Corporate Lawyer
Debt Restructuring Officer
Credit Manager
Risk Manager
Company Secretary
Financial Controller
Restructuring Director
Corporate Banking Manager
Syndications Manager
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