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Common Terms Agreement Template for Indonesia

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Key Requirements PROMPT example:

Common Terms Agreement

"I need a Common Terms Agreement for a USD 500 million syndicated loan facility for an Indonesian renewable energy project, with Bank Mandiri as facility agent and involving five international lenders, to be completed by March 2025."

Document background
The Common Terms Agreement serves as the cornerstone document in complex financing transactions under Indonesian law, typically used in syndicated loans, project finance, and large corporate financing arrangements. It consolidates the common terms that apply across all financing documents in the transaction, including representations, warranties, covenants, events of default, and boilerplate provisions. This agreement must comply with Indonesian legal requirements, including Law No. 24 of 2009 requiring the use of Bahasa Indonesia in contracts involving Indonesian entities, and various banking and investment regulations. The document is particularly crucial when multiple lenders and multiple finance documents are involved, as it provides a single point of reference for key terms and helps ensure consistency across the entire financing structure. It typically works in conjunction with other finance documents such as facility agreements, security documents, and intercreditor agreements.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including borrowers, lenders, facility agent, and security trustee

2. Background: Context of the agreement and relationship between the parties

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

4. The Facilities: Description of the credit facilities, their purpose, and conditions

5. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective

6. Representations and Warranties: Standard representations and warranties given by the borrower

7. Covenants: Financial and general covenants, including information covenants

8. Events of Default: Circumstances constituting default and their consequences

9. Changes to Parties: Provisions regarding transfers, assignments, and changes to the parties

10. Administration: Role and duties of the facility agent and payment mechanics

11. Costs and Expenses: Allocation of costs and expenses among parties

12. Indemnities: Scope and extent of indemnification obligations

13. Notices: Communication procedures and contact details

14. Calculations and Certificates: Rules for calculations and form of certificates

15. Governing Law and Enforcement: Choice of law and jurisdiction provisions

16. Entire Agreement: Integration clause and relationship with other finance documents

Optional Sections

1. Multiple Currencies: Provisions for handling multiple currencies, exchange rates, and currency conversions - used when the facility involves more than one currency

2. Regulatory Compliance: Specific provisions addressing compliance with particular regulatory regimes - included when specific regulatory frameworks apply

3. Islamic Finance Provisions: Specific provisions ensuring Shariah compliance - included when Islamic finance principles must be observed

4. Tax Gross-Up and Indemnities: Detailed tax provisions - included when cross-border elements or complex tax structures are involved

5. Increased Costs: Provisions dealing with regulatory changes affecting lenders' costs - included in longer-term facilities

6. Set-off Rights: Detailed set-off provisions - included when multiple financial relationships exist between parties

7. Bail-in Provisions: Provisions addressing bank resolution and bail-in requirements - included when EU/UK regulated banks are involved

Suggested Schedules

1. Schedule 1 - The Original Parties: List of all original lenders, borrowers, and other parties with their details

2. Schedule 2 - Conditions Precedent: Detailed list of required conditions precedent documents

3. Schedule 3 - Repayment Schedule: Detailed repayment schedule if applicable

4. Schedule 4 - Form of Transfer Certificate: Standard form for transfers between lenders

5. Schedule 5 - Form of Compliance Certificate: Template for periodic compliance certification

6. Schedule 6 - Form of Accession Deed: Standard form for new parties joining the agreement

7. Schedule 7 - Form of Resignation Letter: Template for resignation of parties where permitted

8. Schedule 8 - Financial Covenants: Detailed financial covenant calculations and definitions

9. Appendix A - Facility Agent's Requirements: Administrative and operational requirements of the facility agent

10. Appendix B - Forms of Notices: Standard forms for various notices under the agreement

Authors

Alex Denne

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

Relevant legal definitions










































































Clauses















































Relevant Industries

Infrastructure

Energy

Mining

Oil & Gas

Manufacturing

Real Estate Development

Transportation

Telecommunications

Power Generation

Renewable Energy

Agriculture

Financial Services

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Finance

Project Finance

Credit

Operations

Banking

Transaction Management

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Finance Manager

Compliance Officer

Risk Manager

Project Finance Manager

Banking Relationship Manager

Loan Officer

Credit Risk Officer

Transaction Manager

Senior Corporate Counsel

Banking & Finance Partner

Facility Agent Representative

Security Trustee Officer

Industries








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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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