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Revolving Agreement Template for Indonesia

This document establishes a revolving credit facility under Indonesian law, allowing the borrower to draw down, repay, and re-borrow funds up to an agreed limit throughout the facility period. It complies with Indonesian banking regulations, including OJK requirements and Bank Indonesia guidelines, and incorporates necessary provisions for security, interest calculation, and facility utilization. The agreement addresses both the commercial aspects of the facility and the regulatory requirements specific to the Indonesian jurisdiction, including mandatory use of Bahasa Indonesia and compliance with local banking practices.

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What is a Revolving Agreement?

The Revolving Agreement is a crucial financing document used when businesses require flexible access to credit with the ability to draw down and repay funds multiple times within an agreed limit. This agreement type is particularly relevant in the Indonesian market where companies often need working capital facilities or trade finance solutions. It must comply with Indonesian banking regulations, including OJK (Financial Services Authority) requirements and Bank Indonesia guidelines. The document typically includes detailed provisions for facility utilization, interest calculations, security arrangements (if applicable), and specific Indonesian law requirements such as language requirements and local banking practices. It's commonly used for working capital financing, trade finance facilities, or general corporate purposes where flexibility in funding is required.

What sections should be included in a Revolving Agreement?

1. Parties: Identification of the parties entering into the agreement, including their full legal names, registration numbers, and addresses

2. Background: Context of the agreement and brief description of the parties' intentions

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

4. Facility: Details of the revolving facility, including the facility limit, purpose, and revolving nature

5. Drawdown: Procedures and conditions for requesting and making drawdowns under the facility

6. Interest and Fees: Interest calculation method, payment dates, and applicable fees

7. Repayment: Terms for repayment, including mechanism for revolving nature of the facility

8. Conditions Precedent: Conditions that must be satisfied before the facility becomes available

9. Representations and Warranties: Standard declarations made by the borrower about their legal and financial status

10. Covenants: Ongoing obligations of the borrower during the term of the agreement

11. Events of Default: Circumstances that constitute default and consequences thereof

12. Payments: Payment mechanics, currency, and treatment of non-business days

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

14. Notices: Communication methods and contact details for formal notices

15. Governing Law and Jurisdiction: Confirmation of Indonesian law as governing law and jurisdiction for disputes

What sections are optional to include in a Revolving Agreement?

1. Security: Required if the facility is secured - details of security arrangements and enforcement rights

2. Currency Provisions: Required for multi-currency facilities - includes currency conversion mechanisms and exchange rate provisions

3. Tax Provisions: Detailed tax clauses required if cross-border elements or specific tax arrangements apply

4. Guarantee: Required if there are guarantors - includes guarantee terms and guarantor obligations

5. Increased Costs and Market Disruption: Sophisticated provisions needed for larger facilities or where banks require additional protection

6. Set-off Rights: Optional rights of set-off against other accounts or amounts, if applicable

7. Anti-corruption and Sanctions: Required for international parties or where compliance policies require

8. Language: Required dual language provisions if the agreement is bilingual Indonesian/English

What schedules should be included in a Revolving Agreement?

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

2. Form of Drawdown Request: Standard form for requesting drawdowns under the facility

3. Repayment Schedule: If applicable, schedule of minimum repayment amounts or dates

4. Calculation of Interest: Detailed methodology for interest calculations and examples

5. Form of Compliance Certificate: Template for periodic compliance certification by borrower

6. Security Documents: If secured, list and copies of security documentation

7. Authorized Signatories: List of persons authorized to sign drawdown requests and other notices

8. Fee Schedule: Detailed breakdown of all applicable fees and charges

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

Jurisdiction

Indonesia

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use

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