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The International Loan Agreement serves as the primary documentation for cross-border lending transactions where Indonesian borrowers obtain financing from foreign lenders. This document type is essential when Indonesian companies seek overseas funding for various purposes such as business expansion, project financing, or working capital. The agreement must carefully balance Indonesian regulatory requirements, including those from Bank Indonesia and OJK, with international lending practices. It typically includes comprehensive provisions for loan facilities, security arrangements, conditions precedent, representations and warranties, and covenants. The document must be structured to ensure enforceability under Indonesian law while providing adequate protection for foreign lenders, particularly regarding security interests, foreign exchange regulations, and dispute resolution mechanisms.

1. Parties: Identification of the lender(s) and borrower(s), including registration details and addresses

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

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. The Facility: Details of the loan facility, including amount, purpose, and availability period

5. Conditions Precedent: Conditions that must be satisfied before drawdown

6. Drawdown: Procedures and requirements for requesting and making loan disbursements

7. Interest: Interest rate, calculation method, and payment provisions

8. Repayment: Terms and schedule for loan repayment

9. Prepayment: Provisions for early repayment, including any penalties

10. Representations and Warranties: Statements of fact and assurances given by the borrower

11. Covenants: Positive and negative obligations of the borrower during the loan term

12. Events of Default: Circumstances constituting default and consequences

13. Changes to Parties: Rules for assignment and transfer of rights and obligations

14. Payment Mechanics: Details of payment procedures, currency, and banking arrangements

15. Tax Provisions: Allocation of tax liabilities and withholding tax requirements

16. Increased Costs and Illegality: Provisions for dealing with changes in law or circumstances affecting the loan

17. Governing Law and Enforcement: Choice of Indonesian law and enforcement provisions

18. Dispute Resolution: Jurisdiction and dispute resolution procedures

19. Notices: Communication procedures between parties

20. Counterparts and Language: Execution formalities and language requirements under Indonesian law