The Common Terms Agreement serves as the cornerstone document in complex financing transactions under Indonesian law, typically used in syndicated loans, project finance, and large corporate financing arrangements. It consolidates the common terms that apply across all financing documents in the transaction, including representations, warranties, covenants, events of default, and boilerplate provisions. This agreement must comply with Indonesian legal requirements, including Law No. 24 of 2009 requiring the use of Bahasa Indonesia in contracts involving Indonesian entities, and various banking and investment regulations. The document is particularly crucial when multiple lenders and multiple finance documents are involved, as it provides a single point of reference for key terms and helps ensure consistency across the entire financing structure. It typically works in conjunction with other finance documents such as facility agreements, security documents, and intercreditor agreements.
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1. Parties: Identification of all parties to the agreement, including borrowers, lenders, facility agent, and security trustee
2. Background: Context of the agreement and relationship between the parties
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. The Facilities: Description of the credit facilities, their purpose, and conditions
5. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective
6. Representations and Warranties: Standard representations and warranties given by the borrower
7. Covenants: Financial and general covenants, including information covenants
8. Events of Default: Circumstances constituting default and their consequences
9. Changes to Parties: Provisions regarding transfers, assignments, and changes to the parties
10. Administration: Role and duties of the facility agent and payment mechanics
11. Costs and Expenses: Allocation of costs and expenses among parties
12. Indemnities: Scope and extent of indemnification obligations
13. Notices: Communication procedures and contact details
14. Calculations and Certificates: Rules for calculations and form of certificates
15. Governing Law and Enforcement: Choice of law and jurisdiction provisions
16. Entire Agreement: Integration clause and relationship with other finance documents
1. Multiple Currencies: Provisions for handling multiple currencies, exchange rates, and currency conversions - used when the facility involves more than one currency
2. Regulatory Compliance: Specific provisions addressing compliance with particular regulatory regimes - included when specific regulatory frameworks apply
3. Islamic Finance Provisions: Specific provisions ensuring Shariah compliance - included when Islamic finance principles must be observed
4. Tax Gross-Up and Indemnities: Detailed tax provisions - included when cross-border elements or complex tax structures are involved
5. Increased Costs: Provisions dealing with regulatory changes affecting lenders' costs - included in longer-term facilities
6. Set-off Rights: Detailed set-off provisions - included when multiple financial relationships exist between parties
7. Bail-in Provisions: Provisions addressing bank resolution and bail-in requirements - included when EU/UK regulated banks are involved
1. Schedule 1 - The Original Parties: List of all original lenders, borrowers, and other parties with their details
2. Schedule 2 - Conditions Precedent: Detailed list of required conditions precedent documents
3. Schedule 3 - Repayment Schedule: Detailed repayment schedule if applicable
4. Schedule 4 - Form of Transfer Certificate: Standard form for transfers between lenders
5. Schedule 5 - Form of Compliance Certificate: Template for periodic compliance certification
6. Schedule 6 - Form of Accession Deed: Standard form for new parties joining the agreement
7. Schedule 7 - Form of Resignation Letter: Template for resignation of parties where permitted
8. Schedule 8 - Financial Covenants: Detailed financial covenant calculations and definitions
9. Appendix A - Facility Agent's Requirements: Administrative and operational requirements of the facility agent
10. Appendix B - Forms of Notices: Standard forms for various notices under the agreement
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