Project Finance Loan Agreement Template for Indonesia

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Key Requirements PROMPT example:

Project Finance Loan Agreement

"I need a Project Finance Loan Agreement for a renewable energy project in Indonesia, with a consortium of international banks as lenders and a total facility amount of USD 500 million, with the first drawdown planned for March 2025."

Document background
The Project Finance Loan Agreement is a fundamental document used in financing major infrastructure and development projects in Indonesia. It is specifically designed to comply with Indonesian banking laws, including Law No. 7 of 1992 on Banking (as amended) and relevant OJK regulations, while incorporating international project finance principles. This agreement is utilized when financing is provided on a limited or non-recourse basis, where lenders primarily look to the project's cash flows for repayment. The document includes comprehensive provisions for security interests under Indonesian law, project monitoring mechanisms, and account management structures. It addresses specific Indonesian regulatory requirements such as mandatory use of Rupiah for domestic transactions, offshore borrowing regulations, and investment restrictions in certain sectors. The agreement typically forms part of a larger suite of project finance documents and is crucial for both domestic and international financing transactions in Indonesia.
Suggested Sections

1. Parties: Identification of the lender(s), borrower, and any guarantors or security providers

2. Background: Description of the project, purpose of the facility, and basic transaction structure

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

4. The Facility: Details of the loan amount, purpose, availability period, and drawdown mechanics

5. Conditions Precedent: Documents and conditions required before drawdown, including technical and legal requirements

6. Drawdown Procedures: Process and requirements for utilization of the facility

7. Interest and Fees: Interest calculation, payment periods, default interest, and all applicable fees

8. Repayment and Prepayment: Repayment schedule, mandatory and voluntary prepayment provisions

9. Project Accounts: Structure and operation of project accounts, cash flow waterfall

10. Security: Security package details, ranking, and enforcement provisions

11. Representations and Warranties: Standard and project-specific representations and warranties

12. Information Undertakings: Financial and project-related reporting requirements

13. General Undertakings: General covenants applicable to the borrower and project

14. Project Undertakings: Specific covenants related to project construction, operation, and maintenance

15. Events of Default: Circumstances constituting default and consequences

16. Changes to Parties: Transfer and assignment provisions

17. Administration: Administrative provisions, calculations, and notices

18. Governing Law and Enforcement: Choice of law, jurisdiction, and dispute resolution provisions

Optional Sections

1. Intercreditor Provisions: Required when multiple lenders or creditor classes are involved, establishing payment priorities and voting rights

2. Political Risk Protection: Needed for projects with significant political risk exposure or involving state entities

3. Environmental and Social Requirements: Detailed provisions required for projects with significant environmental impact or involving international financial institutions

4. Insurance: Detailed insurance requirements section, needed for high-risk projects

5. Direct Agreements: Required when step-in rights are needed with key project counterparties

6. Offshore Security Arrangements: Required when security includes offshore assets or accounts

7. Currency Protection: Needed when there are multiple currencies involved or significant exchange rate risks

Suggested Schedules

1. Form of Drawdown Request: Standard form for requesting loan disbursements

2. Conditions Precedent Documents: Detailed list of required CP documents and evidence

3. Project Description: Detailed technical description of the project and implementation plan

4. Financial Model: Base case financial projections and assumptions

5. Form of Construction Progress Report: Template for regular construction monitoring reports

6. Form of Operating Report: Template for operational phase reporting

7. Security Documents: Forms of security documents and perfection requirements

8. Insurance Requirements: Detailed specification of required insurance coverage

9. Project Contracts: List and copies of material project contracts

10. Account Management: Detailed procedures for operation of project accounts

11. Financial Covenants: Detailed financial ratios and calculations

12. Form of Transfer Certificate: Standard form for transfers of loan participations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Account Bank
Acceleration Notice
Affiliate
Agents
Applicable Law
Availability Period
Available Commitment
Available Facility
Bank Indonesia
Borrower
Break Costs
Business Day
Calculation Date
Change of Control
Charged Assets
Commercial Operation Date
Commitment
Completion Date
Conditions Precedent
Construction Period
Construction Schedule
Default
Default Interest
Direct Agreement
Disruption Event
Drawdown Date
Drawdown Request
EBITDA
EPC Contract
EPC Contractor
Environment
Environmental Law
Environmental Permit
Event of Default
Facility
Facility Agent
Facility Office
Fee Letter
Final Maturity Date
Finance Documents
Finance Parties
Financial Close
Financial Indebtedness
Financial Model
Financial Statements
Financial Year
Fiduciary Security
Force Majeure Event
Good Industry Practice
Governmental Authority
Guarantor
Hak Tanggungan
Hedging Agreement
ICC
ICSID
Independent Engineer
Indonesian GAAP
Insurance
Insurance Advisor
Insurance Proceeds
Interest Period
Interest Payment Date
Interest Rate
Intercreditor Agreement
ISDA
Lenders
LIBOR
Loan
Major Project Documents
Majority Lenders
Material Adverse Effect
O&M Agreement
O&M Contractor
Offshore Account
OJK
Operating Budget
Operating Period
Original Financial Statements
Party
Permitted Security Interest
Project
Project Accounts
Project Agreement
Project Assets
Project Company
Project Costs
Project Documents
Project Site
Quotation Day
Reference Banks
Repayment Date
Repayment Schedule
Repeating Representations
Rupiah
Security
Security Agent
Security Documents
Sponsors
Subsidiary
Tax
Technical Advisor
Technical Description
Term
Transaction Documents
Transfer Certificate
Trust Account
Utilisation
VAT
Clauses
Relevant Industries

Infrastructure

Power and Energy

Mining

Oil and Gas

Transportation

Telecommunications

Industrial and Manufacturing

Real Estate Development

Renewable Energy

Water and Waste Management

Petrochemicals

Agriculture and Forestry

Relevant Teams

Legal

Finance

Risk Management

Treasury

Project Management

Compliance

Credit

Corporate Finance

Investment Banking

Operations

Technical Advisory

Environmental and Social

Relevant Roles

Chief Financial Officer

Project Finance Manager

Legal Counsel

Risk Manager

Project Director

Finance Director

Treasury Manager

Compliance Officer

Investment Manager

Corporate Finance Manager

Senior Banker

Project Manager

Credit Risk Officer

Transaction Manager

Infrastructure Finance Specialist

Development Finance Officer

Industries
Law No. 7 of 1992 on Banking (as amended by Law No. 10 of 1998): Primary banking law that governs banking activities and loan arrangements in Indonesia, including requirements for lending and security arrangements
Law No. 25 of 2007 on Investment: Regulates investment activities in Indonesia, including foreign investment aspects of project finance transactions
Law No. 40 of 2007 on Limited Liability Companies: Governs corporate aspects of borrowers and project companies, including corporate approvals required for borrowing
Law No. 42 of 1999 on Fiduciary Security: Regulates creation and enforcement of security interests over movable assets and receivables
Law No. 4 of 1996 on Land Mortgage: Governs creation and enforcement of security interests over land and buildings
Law No. 24 of 1999 on Foreign Exchange Flow: Regulates foreign currency transactions and reporting requirements for offshore loans
Bank Indonesia Regulation No. 16/21/PBI/2014: Regulates implementation of prudential principles in managing offshore borrowing of non-bank corporations
OJK Regulation No. 42/POJK.03/2019: Financial Services Authority regulation on bank asset quality and loan provisioning requirements
Law No. 2 of 2017 on Construction Services: Relevant for project finance in construction and infrastructure sectors, governing construction activities and related permits
Presidential Regulation No. 44 of 2016: Lists business sectors that are closed or conditionally open to foreign investment, affecting project finance structure
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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