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Term Facility Agreement
"I need a Term Facility Agreement governed by Indonesian law for a syndicated loan facility of IDR 500 billion to a manufacturing company, with multiple lenders, security over fixed assets, and guarantees from operating subsidiaries, to be signed by March 2025."
1. Parties: Identification of the lender(s), borrower(s) and any other parties to the agreement
2. Background: Context of the facility and purpose of the loan
3. Definitions and Interpretation: Comprehensive definitions of terms used and rules of interpretation
4. The Facility: Core terms of the facility including amount, purpose, and availability period
5. Conditions Precedent: Conditions that must be satisfied before drawdown
6. Drawdown: Procedures and requirements for utilization of the facility
7. Interest: Interest rate, calculation periods, and payment provisions
8. Repayment: Terms for repayment of the facility including schedule and prepayment provisions
9. Fees and Expenses: All fees payable and allocation of costs and expenses
10. Tax Provisions: Tax gross-up, indemnities and treatment of tax deductions
11. Representations and Warranties: Standard and Indonesian law-specific representations and warranties
12. Information Undertakings: Requirements for financial and other information to be provided to lender
13. General Undertakings: Positive and negative covenants applicable to the borrower
14. Events of Default: Circumstances constituting default and consequences
15. Changes to Parties: Provisions regarding assignments and transfers
16. Administration: Administrative provisions including notices and calculations
17. Governing Law and Enforcement: Choice of Indonesian law and enforcement provisions
1. Security: Required if the facility is secured - details of security arrangements and enforcement
2. Guarantee: Required if there are guarantors - terms of guarantee and guarantor provisions
3. Subordination: Required for subordinated facilities or where intercreditor arrangements exist
4. Currency Provisions: Required for multi-currency facilities or if foreign exchange risks need to be addressed
5. Increased Costs and Market Disruption: Optional provisions for dealing with changes in funding costs or market conditions
6. Set-off Rights: Optional provisions detailing set-off rights of the lender
7. Anti-corruption and Sanctions: Required for international lenders or if required by bank policy
8. Multiple Lenders: Required if there is more than one lender - includes agency and majority lender provisions
1. Conditions Precedent: Detailed list of required conditions precedent documents
2. Form of Drawdown Request: Template for borrower to request disbursement
3. Repayment Schedule: Detailed amortization schedule if applicable
4. Form of Transfer Certificate: Template for transferring interests in the facility
5. Financial Covenants: Detailed financial covenants and calculations
6. Security Documents: Forms of any required security documents under Indonesian law
7. Permitted Security Interests: List of security interests permitted under the agreement
8. Form of Compliance Certificate: Template for periodic compliance certification
9. Contact Details: Administrative and notice details for all parties
Authors
Account Bank
Affiliate
Agreement
Availability Period
Bank Indonesia
Bank Indonesia Rate
Borrower
Business Day
Change of Control
Commitment
Compliance Certificate
Conditions Precedent
Default
Default Interest
Dispute
Drawdown
Drawdown Date
Drawdown Notice
Drawdown Period
Event of Default
Facility
Facility Amount
Facility Office
Finance Documents
Finance Parties
Financial Indebtedness
Financial Statements
Governmental Authority
Group
Guarantee
Guarantor
IFRS
Indonesian GAAP
Interest Payment Date
Interest Period
Interest Rate
JIBOR
Lender
Material Adverse Effect
Month
OJK
Original Financial Statements
Party
Permitted Security Interest
Potential Event of Default
Project
Project Documents
Quasi-Security
Quotation Day
Reference Banks
Relevant Jurisdiction
Repayment Date
Repayment Installment
Repayment Schedule
Rupiah
Security
Security Agent
Security Documents
Security Interest
Subsidiary
Tax
Tax Deduction
Term
Total Commitments
Transaction Documents
Transfer
Transfer Certificate
Transfer Date
Unpaid Sum
Conditions Precedent
Drawdown
Interest
Repayment
Prepayment
Market Disruption
Tax Gross-up
Increased Costs
Payments
Security
Guarantee
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Changes to Parties
Agency
Costs and Expenses
Indemnities
Set-off
Calculations
Evidence and Calculations
Currency Provisions
Notices
Partial Invalidity
Remedies and Waivers
Amendments and Waivers
Confidentiality
Counterparts
Governing Law
Enforcement
Jurisdiction
Language
Anti-corruption
Sanctions Compliance
Banking
Financial Services
Infrastructure
Real Estate
Manufacturing
Mining
Energy
Telecommunications
Construction
Agriculture
Transportation
Healthcare
Retail
Technology
Legal
Finance
Treasury
Risk Management
Compliance
Credit
Corporate Banking
Operations
Business Development
Corporate Finance
Transaction Management
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Lawyer
Compliance Officer
Credit Risk Manager
Relationship Manager
Loan Officer
Finance Manager
Corporate Secretary
Banking Operations Manager
Senior Credit Analyst
Financial Controller
Transaction Manager
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