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Facility Loan Agreement
"I need a Facility Loan Agreement for a secured term loan of PHP 500 million to be provided by ABC Bank to XYZ Manufacturing Inc. for factory expansion, with quarterly repayments over 5 years starting March 2025, including real estate and equipment as collateral."
1. Parties: Identification of the Lender and Borrower with complete details as required under Philippine law
2. Background: Context of the loan facility, purpose, and basic commercial understanding
3. Definitions and Interpretation: Definitions of terms used in the agreement and rules of interpretation
4. The Facility: Details of the loan facility including amount, purpose, and availability period
5. Conditions Precedent: Conditions that must be satisfied before drawdown
6. Drawdown: Procedures and requirements for drawing down the loan
7. Interest: Interest rate, calculation method, and payment dates, complying with Philippine interest rate regulations
8. Repayment: Terms and schedule of repayment, including prepayment provisions
9. Fees and Expenses: All fees payable under the facility and allocation of expenses
10. Representations and Warranties: Standard and transaction-specific representations and warranties
11. Covenants: Positive and negative covenants of the borrower
12. Events of Default: Circumstances constituting default and consequences
13. Changes to Parties: Assignment and transfer provisions
14. Administration: Administrative provisions including notices and calculations
15. Governing Law and Jurisdiction: Philippine law as governing law and jurisdiction provisions
1. Security: Required if the facility is secured, detailing the security structure and enforcement rights
2. Guarantee: Required if there are guarantors to the facility
3. Increased Costs and Tax Gross-up: Optional provisions for managing changes in costs and tax implications
4. Market Disruption: Optional provisions for handling market disruption events
5. Multi-currency Provisions: Required if the facility allows drawing in multiple currencies
6. Accordion Feature: Optional provision allowing for future increase in facility amount
7. Cash Sweep: Optional mandatory prepayment from excess cash flow
8. Collection Account: Required if specific account arrangements are needed for collections
9. Syndication Provisions: Required for syndicated facilities with multiple lenders
1. Schedule 1 - Conditions Precedent Documents: List of required documents and conditions to be satisfied before first drawdown
2. Schedule 2 - Form of Drawdown Request: Template for borrower to request drawdown of the facility
3. Schedule 3 - Repayment Schedule: Detailed amortization schedule if term loan
4. Schedule 4 - Form of Transfer Certificate: Template for transferring loan participations
5. Schedule 5 - Form of Compliance Certificate: Template for periodic compliance reporting
6. Schedule 6 - Permitted Security: List of security interests permitted under the agreement
7. Schedule 7 - Existing Financial Indebtedness: List of borrower's existing debt obligations
8. Appendix A - Truth in Lending Disclosure: Mandatory disclosure under Philippine Truth in Lending Act
9. Appendix B - Calculation of Interest and Fees: Detailed methodology for calculating interest and fees
10. Appendix C - Security Documents: Forms of security documents if secured facility
Authors
Banking Day
BSP
Borrower
Break Costs
Business Day
Commitment
Compliance Certificate
Conditions Precedent
Default
Default Interest
Default Rate
Disruption Event
Drawdown
Drawdown Date
Drawdown Notice
Drawdown Period
Event of Default
Facility
Facility Amount
Facility Documents
Facility Office
Final Maturity Date
Finance Documents
Finance Parties
Financial Indebtedness
Financial Statements
Group
Guarantee
Guarantor
Security
Security Agent
Security Documents
Interest Payment Date
Interest Period
Interest Rate
Lender
Loan
Majority Lenders
Mandatory Cost
Material Adverse Effect
Outstanding Amount
Permitted Security Interest
Potential Event of Default
Prepayment Amount
Principal Amount
Process Agent
Prohibited Person
Quarter Date
Quotation Day
Reference Banks
Repayment Date
Repayment Installment
Repayment Schedule
Secured Obligations
Security Assets
Security Interest
Security Period
Security Provider
Subsidiary
Tax
Total Commitments
Transfer Certificate
Transfer Date
Unpaid Sum
Utilization
VAT
Facility Terms
Purpose
Conditions Precedent
Drawdown
Interest
Interest Periods
Market Disruption
Repayment
Prepayment
Cancellation
Tax Gross-Up
Increased Costs
Payments
Security
Representations and Warranties
Information Covenants
Financial Covenants
General Covenants
Events of Default
Changes to Parties
Payment Mechanics
Set-Off
Notices
Calculations
Amendments and Waivers
Confidentiality
Counterparts
Governing Law
Dispute Resolution
Process Agent
Assignment and Transfer
Force Majeure
Severability
Entire Agreement
Further Assurance
Anti-Money Laundering
Sanctions Compliance
Environmental Compliance
Currency Indemnity
Disclosure and Transparency
Survival of Obligations
Banking & Financial Services
Real Estate & Construction
Manufacturing
Retail & Consumer
Energy & Utilities
Technology & Telecommunications
Infrastructure & Transportation
Agriculture & Food Processing
Healthcare & Pharmaceuticals
Mining & Natural Resources
Legal
Finance
Treasury
Compliance
Credit Risk
Corporate Banking
Loan Administration
Security & Collateral Management
Relationship Management
Documentation
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Compliance Officer
Credit Risk Manager
Relationship Manager
Corporate Banking Officer
Loan Officer
Security Trustee
Corporate Secretary
Financial Controller
Account Manager
Risk Officer
Transaction Manager
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