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The Subsidiary Loan Agreement is a crucial document for structuring internal group financing in Indonesia, typically used when a parent company provides financial support to its subsidiary through a formal loan arrangement. This document type is essential for companies operating within Indonesia's legal framework, requiring careful consideration of the Civil Code, Banking Law, and Corporate Law requirements. The agreement must address specific Indonesian regulatory requirements, including those from Bank Indonesia and the Financial Services Authority (OJK), particularly regarding related-party transactions and corporate governance. A Subsidiary Loan Agreement needs to include clear terms on loan disbursement, interest calculations, repayment schedules, and any security arrangements, while ensuring compliance with Indonesian foreign exchange regulations if international parties are involved. This document is particularly important for maintaining transparent financial relationships within corporate groups and demonstrating regulatory compliance to Indonesian authorities.

1. Parties: Identification of the lender (typically parent company) and borrower (subsidiary), including their full legal names, registration numbers, and addresses

2. Background: Context of the loan arrangement, relationship between the parties, and purpose of the facility

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

4. The Facility: Details of the loan amount, purpose, and any tranches or multiple drawings

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

6. Drawdown: Procedures and requirements for requesting and making loan disbursements

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

8. Repayment: Terms and schedule for repayment of the loan principal

9. Prepayment: Conditions and procedures for early repayment of the loan

10. Representations and Warranties: Standard declarations made by the borrower about its status and capacity

11. Covenants: Positive and negative obligations of the borrower during the loan period

12. Events of Default: Circumstances that would constitute a default and their consequences

13. Taxes: Treatment of taxes, duties, and any gross-up provisions

14. Changes to Parties: Rules regarding assignment and transfer of rights and obligations

15. Notices: Communication procedures between parties

16. Governing Law and Jurisdiction: Confirmation of Indonesian law as governing law and jurisdiction for disputes

17. Execution: Signature blocks and execution formalities