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The Term Loan Agreement is a fundamental financing document used when a borrower requires a fixed-term loan facility from a lender in Indonesia. It is essential for various financing purposes including capital expenditure, business expansion, project financing, or refinancing existing debt. The agreement must comply with Indonesian banking regulations, particularly Law No. 7 of 1992 on Banking (as amended) and various OJK regulations. It typically includes detailed provisions on facility terms, drawdown mechanics, interest calculations, repayment schedules, security arrangements (if applicable), and events of default. The document is often bilingual (Indonesian and English) to comply with Law No. 24 of 2009, with the Indonesian version prevailing in case of inconsistency. This agreement type is crucial for both conventional and shariah-compliant financing structures in the Indonesian market.

1. Parties: Identification of the lender and borrower, including their full legal names, addresses, and company registration details

2. Background: Context of the loan agreement, purpose of the facility, and any relevant historical context

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

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

5. Conditions Precedent: Conditions that must be satisfied before the loan can be drawn

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

7. Interest: Interest rate, calculation method, payment dates, and default interest provisions

8. Repayment: Terms of repayment including schedule, prepayment provisions, and mandatory prepayment events

9. Fees and Expenses: All fees payable including arrangement fees, commitment fees, and payment of expenses

10. Tax Provisions: Tax-related obligations and gross-up provisions

11. Representations and Warranties: Statements of fact and assurances given by the borrower

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

13. General Undertakings: Positive and negative covenants of the borrower

14. Events of Default: Circumstances that would trigger default and lender's remedies

15. Changes to Parties: Provisions regarding assignment and transfer rights

16. Administration: Administrative provisions including notices and calculations

17. Governing Law and Jurisdiction: Choice of Indonesian law and jurisdiction provisions