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Mezzanine Loan Agreement Template for Indonesia

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Key Requirements PROMPT example:

Mezzanine Loan Agreement

"I need a Mezzanine Loan Agreement for a USD 20 million facility to finance a real estate development project in Jakarta, with conversion rights exercisable after January 2025 and PIK interest options for the first 18 months."

Document background
The Mezzanine Loan Agreement is a sophisticated financing instrument used when companies require additional funding beyond traditional senior debt but are not ready for pure equity investment. This document is particularly relevant in the Indonesian market where growing companies often need flexible financing solutions to fund expansion, acquisitions, or major capital expenditures. The agreement addresses key aspects such as subordination to senior debt, security arrangements, and equity conversion rights, while ensuring compliance with Indonesian financial regulations, including OJK (Financial Services Authority) requirements and Bank Indonesia regulations. The document typically includes comprehensive provisions for interest calculation methods, repayment terms, financial covenants, and detailed conversion mechanics, making it suitable for complex financing structures in the Indonesian context.
Suggested Sections

1. Parties: Identification of the lender(s), borrower(s), and any guarantors or security providers

2. Background: Context of the transaction, including the purpose of the loan and its relationship to senior debt facilities

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including Indonesian law-specific terminology

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

5. Interest and Fees: Interest calculation, payment dates, default interest, and all applicable fees

6. Conversion Rights: Terms and conditions for converting the loan into equity, including trigger events and conversion price mechanisms

7. Repayment and Prepayment: Scheduled repayment terms, voluntary and mandatory prepayment provisions

8. Security: Description of security package and ranking relative to other debt

9. Representations and Warranties: Standard and transaction-specific representations and warranties

10. Covenants: Financial and operational covenants, including information requirements

11. Events of Default: Circumstances constituting default and consequences

12. Changes to Parties: Transfer and assignment provisions

13. Administration: Payment mechanics, notices, calculations

14. Governing Law and Enforcement: Choice of Indonesian law and jurisdiction provisions

15. Subordination: Provisions regarding ranking and subordination to senior debt

Optional Sections

1. Intercreditor Provisions: Required when there are multiple creditors or tranches of debt

2. PIK Interest: Include when payment-in-kind interest is part of the structure

3. Currency Protection: Required for multi-currency facilities or if loan and revenue currencies differ

4. Tax Gross-Up and Indemnities: Detailed tax provisions if cross-border elements exist

5. Bank Account Provisions: Required when specific account structure or cash management system is needed

6. Shareholder Rights: Include when mezzanine lender receives specific shareholder rights pre-conversion

7. Industry Specific Provisions: Required for regulated industries or specific sector requirements

8. Multiple Lender Provisions: Include for syndicated mezzanine facilities

Suggested Schedules

1. Form of Drawdown Request: Standard form for requesting loan disbursements

2. Conditions Precedent: Detailed list of required documents and conditions

3. Security Documents: Forms of security documents and filings required under Indonesian law

4. Conversion Mechanics: Detailed procedures and calculations for equity conversion

5. Financial Covenants: Detailed calculations and definitions for financial covenants

6. Form of Transfer Certificate: Standard form for transfers of loan participations

7. Repayment Schedule: Detailed amortization schedule if applicable

8. Form of Compliance Certificate: Template for periodic compliance reporting

9. Security Perfection Requirements: Checklist of Indonesian law security perfection requirements

10. Shareholders Agreement Terms: Key terms to be included in shareholders agreement upon conversion

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

Real Estate Development

Infrastructure

Manufacturing

Technology

Renewable Energy

Mining

Telecommunications

Healthcare

Retail

Hospitality

Financial Services

Agriculture

Transportation

Education

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Development

Investment

Credit

Corporate Finance

Corporate Secretariat

Business Development

Relevant Roles

Chief Financial Officer

Finance Director

Legal Director

Corporate Finance Manager

Investment Manager

Treasury Manager

Legal Counsel

Compliance Officer

Risk Manager

Corporate Secretary

Investment Banker

Private Equity Manager

Credit Risk Officer

Financial Controller

Business Development Director

Managing Director

Transaction Manager

Debt Finance Manager

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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