Syndicated Credit Agreement Template for Indonesia

The Syndicated Credit Agreement is a sophisticated financing document used when a borrower requires substantial funding 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 facility while maintaining operational efficiency through designated agents. The document comprehensively addresses facility terms, security structures, lender rights, borrower obligations, and regulatory compliance requirements under Indonesian law, including OJK regulations and Bank Indonesia directives. It is particularly vital for large-scale projects, corporate expansions, or refinancing arrangements where significant capital is required. The agreement includes specific provisions for Indonesian security creation, perfection requirements, and enforcement mechanisms, while also accommodating international banking practices within the local regulatory framework.

1. Parties: Identifies all parties including borrower, original lenders, facility agent, and security agent

2. Background: Sets out the context and purpose of the facility

3. Definitions and Interpretation: Comprehensive definitions and interpretation rules, including Indonesian law-specific terms

4. The Facilities: Details of the credit facilities, including type, purpose, and commitment amounts

5. Conditions Precedent: Conditions to be satisfied before utilization, including Indonesian regulatory requirements

6. Utilization: Procedures and requirements for drawing down the facilities

7. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments

8. Interest: Interest calculation, periods, and payment provisions

9. Fees: All fee arrangements including arrangement, commitment, and agency fees

10. Tax Gross Up and Indemnities: Tax provisions including Indonesian withholding tax requirements

11. Changes in Circumstances: Provisions for market disruption, increased costs, and illegality

12. Representations and Warranties: Borrower representations, including Indonesian law-specific confirmations

13. Information Undertakings: Information and reporting requirements

14. Financial Covenants: Financial maintenance covenants and calculations

15. General Undertakings: Positive and negative covenants, including Indonesian regulatory compliance

16. Events of Default: Default triggers and consequences

17. Changes to Parties: Transfer and assignment provisions, considering Indonesian banking regulations

18. Role of Administrative Parties: Rights and obligations of facility agent and other administrative parties

19. Payment Mechanics: Payment provisions, including currency and payment systems

20. Set-off: Rights of set-off and payment netting

21. Notices: Communication methods and requirements

22. Calculations and Certificates: Basis for calculations and evidence of amounts due

23. Partial Invalidity: Severability provisions

24. Remedies and Waivers: Rights and remedies of the finance parties

25. Amendments and Waivers: Procedures for modifications to the agreement

26. Governing Law: Confirmation of Indonesian law as governing law

27. Enforcement: Jurisdiction, dispute resolution, and enforcement provisions