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The Shareholder Loan Note is a crucial financing instrument in Indonesian corporate practice, typically used when a company requires additional funding and opts to obtain it from existing shareholders rather than external financial institutions. This document is essential in situations where traditional bank financing may be less suitable or available, or when shareholders wish to demonstrate their commitment to the company's growth. The note must comply with Indonesian corporate law, particularly regarding related party transactions and corporate borrowing limits. It should address specific Indonesian regulatory requirements, including any foreign investment restrictions if the shareholder is non-Indonesian, and consider tax implications under Indonesian law. The document typically includes detailed provisions on loan terms, interest rates, repayment schedules, and any security arrangements, while ensuring alignment with local corporate governance requirements and financial regulations.

1. Parties: Identification of the Lender (Shareholder) and Borrower (Company), including their complete legal names, registration numbers, and addresses

2. Background: Context of the loan, including the shareholding relationship and purpose of the loan

3. Definitions: Key terms used throughout the document, including financial terms, corporate requirements, and regulatory references

4. Loan Amount and Purpose: Specification of the principal amount, currency, and permitted use of the loan proceeds

5. Interest: Interest rate, calculation method, payment frequency, and default interest provisions

6. Repayment Terms: Repayment schedule, prepayment rights, and mechanics of payment

7. Conditions Precedent: Prerequisites that must be satisfied before the loan becomes effective

8. Representations and Warranties: Standard corporate representations and specific confirmations regarding the borrower's status and authority

9. Covenants: Ongoing obligations of the borrower, including financial covenants and information requirements

10. Events of Default: Circumstances that trigger default and the lender's remedies

11. Payments and Taxation: Payment mechanics, currency provisions, and tax gross-up obligations

12. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

13. Notices: Communication requirements and contact details for formal notices

14. Counterparts and Execution: Provisions for document execution and effectiveness