Term Facility Agreement Template for Philippines

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Key Requirements PROMPT example:

Term Facility Agreement

"I need a Term Facility Agreement under Philippine law for a PHP 500 million secured loan from ABC Bank to my manufacturing company, with quarterly repayments over 5 years starting March 2025, including security over our factory equipment and land."

Document background
The Term Facility Agreement is a crucial document used in Philippine corporate lending transactions when a borrower requires fixed-term financing for specific purposes such as capital expenditure, expansion, or refinancing. This agreement type is extensively regulated under Philippine law, requiring compliance with the New Central Bank Act, General Banking Law, and BSP regulations. It contains detailed provisions covering the facility amount, drawdown mechanics, interest calculations, repayment terms, security arrangements, and events of default. The document is particularly important in the Philippine context as it must incorporate local legal requirements while potentially accommodating international banking practices, especially in cross-border transactions. The Term Facility Agreement serves as the primary document governing the lending relationship throughout the facility's lifetime, typically ranging from 1 to 10 years depending on the purpose and nature of the financing.
Suggested Sections

1. Parties: Identification of the lender(s), borrower(s), and any guarantors or security providers

2. Background: Context of the facility agreement, purpose of the loan, and basic commercial terms

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

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 utilizing the facility

7. Interest: Interest rate, calculation methods, and payment provisions

8. Repayment: Terms and schedule for repayment of the facility

9. Prepayment: Provisions for voluntary and mandatory prepayment

10. Representations and Warranties: Statements of fact and assurances given by the borrower

11. Covenants: Positive and negative undertakings of the borrower

12. Events of Default: Circumstances constituting default and consequences

13. Changes to Parties: Provisions regarding assignment and transfer

14. Administration: Administrative provisions including notices and calculations

15. Governing Law and Enforcement: Choice of law and jurisdiction provisions

Optional Sections

1. Security: Required if the facility is secured - details of security arrangements

2. Guarantees: Required if there are guarantors - terms of guarantee

3. Increased Costs and Tax Gross-Up: Include for cross-border transactions or where tax implications are significant

4. Agent and Security Agent Provisions: Required for syndicated facilities with multiple lenders

5. Market Disruption: Include for facilities with floating interest rates

6. Majority Lenders Decisions: Required for syndicated facilities

7. Currency Provisions: Include for multi-currency facilities or cross-border transactions

8. Anti-Money Laundering Provisions: Enhanced provisions required for high-risk transactions or parties

Suggested Schedules

1. Conditions Precedent: Detailed list of required documents and conditions

2. Form of Drawdown Request: Template for borrower to request utilization of the facility

3. Repayment Schedule: Detailed amortization schedule if term loan

4. Form of Transfer Certificate: Template for transferring participation in the facility

5. Form of Compliance Certificate: Template for periodic compliance certification

6. Existing Security: List of existing security interests if relevant

7. Form of Accession Deed: Template for additional parties joining the agreement

8. Financial Covenants Calculations: Detailed methodology for financial covenant calculations

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

Manufacturing

Infrastructure

Energy

Telecommunications

Mining

Agriculture

Transportation

Healthcare

Retail

Construction

Technology

Education

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Corporate Secretariat

Credit

Banking Operations

Corporate Finance

Loan Administration

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Secretary

Risk Manager

Compliance Officer

Banking Relationship Manager

Credit Risk Officer

Finance Manager

Corporate Finance Manager

Senior Loan Officer

Banking Operations Manager

Chief Legal Officer

Financial Controller

Industries
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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