Syndicated Loan Agreement Template for Indonesia

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.

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