Adapun contoh soal written test law firm adalah sebagai berikut:
You have been approached by three banks, consisting of two leading bank in Indonesia: Bank Sumber Sejahtera (BSS) and Bank Bing Bung (BBB), and one leading offshore bank: Diamond Bank (together the Bank) to advise and represent then in a proposed US$200.000.000 bank term loan with a leading energy company, which in turn is owned by MS. Maya Raya and her Father, Mr. Kaya Raya, one of the top richest people in Indonesia.
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By way of background, Energindo has been approached by Pertimi, an Indonesian state owned company which is in the line of business of distributing Liquefied Petroleum Gas (LPG) to end consumers in Indonesia, to support the national development project of replacing the use of subsidized kerosene oil with LPG by way of building and operating and LPG processing plant.
The idea is to have a company, which would buy gas produced locally in Indonesia process it into LPG and supply it to Pertemini for its further distribution ti end consumers in Indonesia to ensure the bankabillity of this project, Petimi is willing to guarantee the purchase of off take of the LPG produced from the commercial operation date (COD) of the plant until the end of the tenor of the project financing, ensuring a steady flow of revenue and therefore repayment of the loan.
To support this idea Energindo had established Gasindo with the line of business of processing and selling LPG. The LPG will be processed and produced in an LPG processing plant to be built on top of land owned by Gasindo in Cikarang. Inside the plant there will be equipment, machinery and other movable properties used for the production of LPG. There will also be pipelines owned by Gasindo from the nearby gas fields to the plant for the supply of natural gas.
For the construction of the processing plant, Gasindo has entered into an Indonesia law governed engineering, procurement and construction (EPC) agreement with PT Konstruksindo, a local EPC contractor. Given the high risk involved during the construction period, Gasindo has taken out an all construction risk insurance policy with PT Asuransi Properti Indonesia.
The revenue of the project will be the main source for the repayment of the loan facility; therefore Gasindo has entered into a long-term off take agreement governed by Indonesian law with pertimi to ensure that it gets enough revenue during the tenor of the loan repay the loan. Further, it has been agreed in the off-take agreement that upon COD, Gasindo will start shipping a certain volume of LPG every month for a certain price, and that Pertimi guarantees that it will take off pay for such LPG volume. Any revenue from the sales is agreed to be collected in a revenue account to be opened in BSS.
Energindo has assured the Banks that it is fully sponsoring this project and is willing to cover any project cost deficiency of budget over-run that could happen, and also is ready to guarantee the repayment of the loan in the event Gasindo defaults. Energindo has also provided a US.$10.000.000 loan to Gasindo to support Gasindo’s early stage capital expenditure. The Banks have indicated their interest to provide a loan facility to finance the project by way of syndication, in relation to this, the Banks have agreed to have BBB as the facility agent to administer the loan facility.
In light of the above, the Banks are seeking your advice on following:
- Would it be possible for the Bank to enter into the loan agreement together and document it in one agreement or do they need to do it each in a separate bilateral agreement with the borrower?
- What would be the Bank’s consideration to finance the project by way of syndication?
- What securities under Indonesian law can be provided to secure the loan?
- What are the project agreements that are material for the Banks? please provide your reasons.
- What can be done with the rights under the project agreements for the interest of the leaders?
- What are the other possible financing methods? Please mention at least two suggestions to overcome or manage such issues.
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