Loan Agreement Between Two Companies Template for Philippines

The Loan Agreement Between Two Companies is a critical commercial document used when one corporate entity wishes to lend money to another in the Philippines. This type of agreement is essential for businesses seeking alternative financing options outside traditional banking channels. The document must comply with Philippine corporate and banking laws, including the Civil Code, Corporation Code, and financial regulations such as the Truth in Lending Act. It typically includes detailed provisions on loan amount, interest calculation, repayment terms, security arrangements, events of default, and remedies. The agreement should be customized based on factors such as the relationship between the companies, the loan purpose, security offered, and specific industry requirements. Proper corporate authorizations and documentary stamp tax compliance are crucial elements under Philippine law.

1. Parties: Identifies the contracting parties (Lender and Borrower) with their complete corporate details including registration numbers and addresses

2. Background: Explains the context of the loan agreement and the intention of the parties to enter into the lending arrangement

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Loan Amount and Purpose: Specifies the principal amount of the loan and its intended use

5. Interest Rate and Calculation: Details the interest rate, calculation method, and payment frequency in compliance with Philippine banking regulations

6. Drawdown: Specifies the conditions and process for disbursement of the loan

7. Repayment Terms: Sets out the repayment schedule, payment methods, and prepayment provisions

8. Representations and Warranties: Contains standard corporate representations and specific financial warranties

9. Covenants: Lists positive and negative covenants binding on the borrower

10. Events of Default: Defines circumstances constituting default and corresponding remedies

11. Taxation: Addresses tax obligations and documentary stamp tax requirements under Philippine law

12. Governing Law and Jurisdiction: Specifies Philippine law as governing law and designates jurisdiction for disputes

13. Notices: Sets out how formal communications between parties should be made

14. Miscellaneous: Contains standard boilerplate provisions including severability, entire agreement, and amendments