Common Terms Agreement Template for Philippines

The Common Terms Agreement serves as the cornerstone document in syndicated lending transactions under Philippine law, establishing a unified set of terms and conditions that apply across multiple facility agreements. It is typically used in large-scale financing where multiple lenders participate in providing various types of facilities to one or more borrowers. The agreement encompasses crucial provisions including conditions precedent, representations and warranties, covenants, events of default, and administrative provisions, all tailored to comply with Philippine legal requirements and market standards. It streamlines the documentation process by avoiding repetition of common terms across different facility agreements while ensuring consistency in the treatment of all lenders. The document must comply with Philippine banking regulations, particularly those issued by Bangko Sentral ng Pilipinas, and takes into account local security and enforcement considerations.

1. Parties: Identification of all parties to the agreement, including borrower(s), lenders, facility agent, and security trustee

2. Background: Recitals explaining the context and purpose of the agreement

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

4. The Facilities: Overview of all facilities covered by the common terms

5. Conditions Precedent: Conditions that must be satisfied before the facilities become available

6. Utilization: Procedures and requirements for drawing down the facilities

7. Interest and Interest Periods: Provisions regarding interest calculation, periods, and payment

8. Fees: Details of all fees payable under the facilities

9. Tax Gross Up and Indemnities: Provisions dealing with tax implications and related indemnities

10. Increased Costs: Provisions for dealing with changes in costs due to regulatory or legal changes

11. Representations and Warranties: Standard representations and warranties given by the borrower

12. Information Undertakings: Obligations to provide financial and other information

13. Financial Covenants: Financial ratios and other financial requirements to be maintained

14. General Undertakings: General positive and negative covenants

15. Events of Default: Circumstances constituting default and consequences

16. Changes to Parties: Provisions regarding transfers, assignments, and changes to parties

17. Administration: Role and duties of the facility agent and payment mechanics

18. Notices: Requirements for giving notices under the agreement

19. Calculations and Certificates: Provisions regarding calculations and evidence

20. Enforcement: Rights and remedies upon default

21. Governing Law and Jurisdiction: Choice of law and jurisdiction provisions