Facility Loan Agreement Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
The Facility Loan Agreement is a fundamental financing document used when a lender extends credit facilities to a borrower in the Philippines. It serves as the primary agreement governing the lending relationship and is essential for both corporate financing and project finance transactions. The document must comply with Philippine banking regulations, including the General Banking Law of 2000, Truth in Lending Act, and relevant Bangko Sentral ng Pilipinas (BSP) circulars. The agreement typically details the facility type (term loan, revolving credit, etc.), amount, purpose, drawdown mechanics, interest calculations, repayment terms, security structure (if any), and the parties' respective rights and obligations. It includes specific provisions required under Philippine law and addresses local security perfection and enforcement requirements.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Banking & Financial Services

Real Estate & Construction

Manufacturing

Retail & Consumer

Energy & Utilities

Technology & Telecommunications

Infrastructure & Transportation

Agriculture & Food Processing

Healthcare & Pharmaceuticals

Mining & Natural Resources

Relevant Teams

Legal

Finance

Treasury

Compliance

Credit Risk

Corporate Banking

Loan Administration

Security & Collateral Management

Relationship Management

Documentation

Relevant Roles

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

Industries
Civil Code of the Philippines (Republic Act No. 386): Fundamental law governing contracts, obligations, and general civil law matters in the Philippines. Articles 1305-1422 specifically deal with contracts.
General Banking Law of 2000 (Republic Act No. 8791): Primary legislation governing banking operations, including lending activities, bank operations, and regulatory compliance requirements.
Truth in Lending Act (Republic Act No. 3765): Requires disclosure of the true cost of borrowing, including interest rates and other charges, to protect borrowers.
Lending Company Regulation Act of 2007 (Republic Act No. 9474): Regulates operations of lending companies and financing companies, including requirements for lending practices.
Usury Law (Act No. 2655): Although largely liberalized, still provides basic framework for interest rate regulations and limitations.
Personal Property Security Act (Republic Act No. 11057): Governs creation, perfection, and enforcement of security interests in personal property offered as collateral.
Anti-Money Laundering Act of 2001 (Republic Act No. 9160): Requires due diligence and reporting requirements for financial transactions, including loan facilities.
Electronic Commerce Act (Republic Act No. 8792): Relevant for electronic documentation and signatures in loan agreements.
Central Bank Act (Republic Act No. 7653): Provides regulatory framework for monetary, credit, and banking matters, including supervision of lending activities.
Consumer Act of the Philippines (Republic Act No. 7394): Protects consumer rights and interests in credit transactions, including loan agreements.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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