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Master Loan Agreement
"I need a Master Loan Agreement governed by Indonesian law for a bilateral corporate loan between my bank and a medium-sized manufacturing company, with a simple security package consisting of corporate guarantees and fiduciary security over machinery."
1. Parties: Identification of the lender and borrower, including their full legal names, registration numbers, and addresses
2. Background: Context of the agreement and general intention of the parties
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and rules of interpretation
4. The Facility: Details of the loan facility, including amount, purpose, and availability period
5. Conditions Precedent: Conditions that must be satisfied before the facility becomes available
6. Drawdown: Procedures and requirements for requesting and making loan disbursements
7. Interest: Interest rate, calculation method, and payment provisions
8. Repayment: Terms and schedule for repayment of the loan
9. Prepayment: Conditions and procedures for early repayment
10. Representations and Warranties: Statements of fact and assurances given by the borrower
11. Covenants: Positive and negative obligations of the borrower during the loan period
12. Events of Default: Circumstances that constitute default and consequences
13. Security: General security provisions and enforcement rights
14. Changes to Parties: Rules regarding assignment and transfer of rights
15. Payments: Payment mechanics, currency, and tax provisions
16. Notices: Communication procedures between parties
17. General Provisions: Miscellaneous legal provisions including severability, amendments, and waivers
18. Governing Law and Jurisdiction: Choice of Indonesian law and jurisdiction provisions
1. Syndication Provisions: Required when multiple lenders are involved or syndication is contemplated
2. Currency Provisions: Required for multi-currency facilities or foreign currency loans
3. Increased Costs: Protection for lenders against regulatory changes, needed for longer-term facilities
4. Market Disruption: Provisions dealing with interest rate benchmark disruptions, important for LIBOR/JIBOR based loans
5. Islamic Finance Provisions: Required when the facility needs to be Sharia-compliant
6. Subordination: Required when there are multiple creditors with different priorities
7. Parent Company Guarantee: When parent company support is required as additional security
8. Force Majeure: Detailed force majeure provisions beyond standard provisions, important in certain sectors
1. Schedule 1 - Conditions Precedent Documents: List of required documents and conditions to be satisfied before first drawdown
2. Schedule 2 - Form of Drawdown Request: Standard form for requesting loan disbursements
3. Schedule 3 - Repayment Schedule: Detailed amortization schedule if applicable
4. Schedule 4 - Form of Transfer Certificate: Standard form for transferring loan participations
5. Schedule 5 - Security Documents: List and copies of all security documents
6. Schedule 6 - Existing Security Interests: List of permitted existing security interests
7. Schedule 7 - Specimen Signatures: Authorized signatures for both parties
8. Appendix A - Calculation of Interest and Fees: Detailed methodology for calculating interest and other fees
9. Appendix B - Form of Compliance Certificate: Standard form for periodic compliance reporting
Authors
Additional Facility
Affiliate
Applicable Law
Authorisation
Available Commitment
Banking Day
Bank Indonesia
Borrower
Break Costs
Business Day
Change of Control
Commitment
Compliance Certificate
Conditions Precedent
Default
Default Interest
Disruption Event
Drawdown
Drawdown Date
Drawdown Notice
Enforcement Event
Event of Default
Existing Security
Facility
Facility Documents
Facility Period
Finance Documents
Finance Parties
Financial Indebtedness
Financial Statements
Fiduciary Security
FMCG
Force Majeure
Group
Guarantee
Guarantor
IDR
Increased Costs
Insurance Proceeds
Interest Payment Date
Interest Period
JIBOR
Legal Reservation
Lender
Loan
Margin
Material Adverse Effect
OJK
Outstanding Amount
Party
Permitted Security Interest
Potential Event of Default
Prepayment Amount
Principal
Qualifying Bank
Quotation Day
Reference Banks
Repayment Date
Repayment Schedule
Rupiah
Security
Security Agent
Security Documents
Security Interest
Security Period
Specified Time
Subsidiary
Tax
Total Commitments
Transfer Certificate
Transfer Date
Unpaid Sum
Facility Terms
Conditions Precedent
Drawdown
Interest
Repayment
Prepayment
Tax Gross-up
Increased Costs
Representations
Information Covenants
Financial Covenants
General Covenants
Events of Default
Security
Set-off
Assignment and Transfer
Role of Agents
Payment Mechanics
Currency
Costs and Expenses
Indemnities
Amendments and Waivers
Confidentiality
Notices
Calculations
Partial Invalidity
Remedies and Waivers
Counterparts
Language
Good Faith
Force Majeure
Anti-Money Laundering
Governing Law
Dispute Resolution
Electronic Execution
Banking & Financial Services
Infrastructure & Construction
Manufacturing
Real Estate & Property Development
Energy & Resources
Agriculture & Plantation
Transportation & Logistics
Technology & Telecommunications
Retail & Consumer Goods
Healthcare & Pharmaceuticals
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Banking
Credit Administration
Operations
Documentation
Corporate Secretariat
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Secretary
Risk Manager
Compliance Officer
Credit Risk Officer
Relationship Manager
Loan Officer
Financial Controller
Banking Operations Manager
Security Documentation Officer
Corporate Banking Manager
Chief Legal Officer
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