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A Co-Financing Agreement is utilized when multiple financial institutions collaborate to provide financing for large-scale projects or significant capital requirements that may exceed the capacity or risk appetite of a single lender. This document, governed by Indonesian law, establishes the framework for such collaborative financing, detailing the rights and obligations of all participating financial institutions, the borrower, and various agents. It must comply with Indonesian Banking Law (Law No. 7 of 1992 as amended) and OJK regulations, including mandatory reporting requirements and language provisions. The agreement covers crucial aspects such as facility amounts, participation shares, security arrangements, payment mechanics, and risk-sharing provisions. It is particularly relevant for projects requiring substantial capital investment, where risk diversification among lenders is desired, or when specific expertise from different financial institutions is needed.

1. Parties: Identification of all co-financing parties, including primary lenders, participating banks, and borrower

2. Background: Context of the co-financing arrangement, purpose of the facility, and basic structure

3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and currency conventions

4. The Facility: Details of the co-financing facility, including amounts, purposes, and participation shares

5. Conditions Precedent: Conditions that must be satisfied before the facility becomes effective

6. Drawdown Mechanics: Procedures and requirements for utilization of the facility

7. Interest and Fees: Interest calculations, payment dates, fees structure, and sharing mechanisms

8. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments

9. Representations and Warranties: Standard and specific representations by the borrower

10. Covenants: Positive and negative undertakings of the borrower

11. Events of Default: Circumstances constituting default and consequences

12. Agent and Security Agent Provisions: Roles, responsibilities, and powers of facility and security agents

13. Administration and Sharing of Payments: Mechanics for payment administration and distribution among co-financiers

14. Changes to Parties: Transfer and assignment provisions

15. Governing Law and Jurisdiction: Choice of Indonesian law and dispute resolution mechanisms

16. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability