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The Loan Syndication Agreement is a crucial document used when a borrower requires substantial financing that exceeds the capacity or risk appetite of a single lender. This agreement, governed by Indonesian law, establishes the framework for multiple financial institutions to participate in providing the loan facility while sharing the associated risks. It comprehensively addresses facility terms, security arrangements, administrative mechanisms, and regulatory compliance requirements under Indonesian banking and financial services regulations. The document is particularly relevant for large-scale financing in sectors such as infrastructure, real estate, and natural resources, where significant capital investment is required. It incorporates specific provisions mandated by Indonesian regulators, including the OJK and Bank Indonesia, while establishing clear protocols for facility utilization, repayment, syndicate management, and handling various contingencies.

1. Parties: Identifies all parties including borrower(s), original lenders, facility agent, and security trustee

2. Background: Sets out the context and purpose of the facility

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

4. The Facilities: Details of the loan facilities, purpose, and commitment amounts

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

6. Utilisation: Procedures and requirements for drawing down the loan

7. Repayment: Terms and schedule for repayment of the facilities

8. Prepayment and Cancellation: Provisions for voluntary and mandatory prepayment and facility cancellation

9. Interest: Interest calculation, periods, and payment provisions

10. Fees: All fees payable under the facility including arrangement, commitment, and agency fees

11. Tax Gross Up and Indemnities: Tax provisions and related indemnities

12. Changes in Circumstances: Provisions dealing with market disruption, increased costs, and illegality

13. Representations and Warranties: Borrower's representations and warranties

14. Information Undertakings: Borrower's obligations to provide financial and other information

15. Financial Covenants: Financial maintenance covenants and related definitions

16. General Undertakings: Borrower's positive and negative undertakings

17. Events of Default: Events triggering default and enforcement rights

18. The Facility Agent: Role, rights, and responsibilities of the facility agent

19. The Security Trustee: Role, rights, and responsibilities of the security trustee

20. Changes to Parties: Provisions for transfers, assignments, and syndication

21. Payment Mechanics: Administrative provisions for payments

22. Set-off: Rights of set-off and related provisions

23. Notices: Communication procedures and requirements

24. Calculations and Certificates: Basis for calculations and evidence of amounts due

25. Partial Invalidity: Severability provisions

26. Remedies and Waivers: Rights and remedies of the finance parties

27. Amendments and Waivers: Procedures for amendments and waivers

28. Governing Law: Specification of Indonesian law as governing law

29. Enforcement: Jurisdiction and dispute resolution provisions