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Debenture Loan Agreement for Philippines

Debenture Loan Agreement Template for Philippines

A comprehensive financing agreement governed by Philippine law that establishes the terms and conditions under which a corporate entity issues debentures to raise capital. The document details the subscription terms, interest payments, repayment schedule, security arrangements (if any), and rights and obligations of both the issuer and debenture holders. It incorporates specific requirements under the Philippine Securities Regulation Code and SEC regulations, including necessary disclosures, compliance requirements, and investor protection provisions. The agreement also addresses conversion rights if applicable, events of default, and enforcement mechanisms available under Philippine law.

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What is a Debenture Loan Agreement?

The Debenture Loan Agreement is a crucial financing instrument used in the Philippine market when companies seek to raise medium to long-term debt capital through the issuance of debentures. This document is essential for transactions requiring substantial capital raising, where traditional bank loans may not be sufficient or optimal. The agreement must comply with the Philippine Securities Regulation Code, SEC regulations, and other relevant laws governing securities issuance. It typically includes detailed provisions on interest rates, repayment terms, security structures, events of default, and rights of debenture holders. The document becomes particularly important in scenarios involving multiple lenders, complex security arrangements, or when the issuer needs flexible financing terms. The agreement's structure allows for both secured and unsecured debentures, as well as convertible and non-convertible options, making it adaptable to various corporate financing needs while maintaining compliance with Philippine regulatory requirements.

What sections should be included in a Debenture Loan Agreement?

1. Parties: Identification of the issuer/borrower and the debenture holders/lenders

2. Background: Context of the debenture issuance, including corporate authorizations and purpose of the loan

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Subscription and Issuance: Terms of subscription, face value, and issuance of the debentures

5. Interest: Interest rate, calculation method, payment dates and payment mechanics

6. Repayment Terms: Principal repayment schedule, maturity date, and early redemption provisions

7. Security: Nature and terms of security provided for the debenture

8. Representations and Warranties: Standard and specific representations by the issuer

9. Covenants: Positive and negative covenants of the issuer

10. Events of Default: Circumstances constituting default and consequences

11. Rights and Obligations of Debenture Holders: Key rights and responsibilities of the lenders

12. Transferability: Terms governing transfer of debentures

13. Notices: Communication procedures between parties

14. Governing Law and Jurisdiction: Specification of Philippine law and jurisdiction

15. Miscellaneous: Standard boilerplate provisions including amendments, waivers, and severability

What sections are optional to include in a Debenture Loan Agreement?

1. Conversion Rights: For convertible debentures, details of conversion terms and procedures

2. Debenture Trustee Provisions: Required when a trustee is appointed to represent debenture holders

3. Security Trustee Provisions: Needed when security is held by a trustee for multiple lenders

4. Subordination: Required for subordinated debentures to specify ranking of debt

5. Foreign Currency Provisions: Required for foreign currency denominated debentures

6. Tax Gross-up: Provisions for tax treatment and gross-up obligations

7. Meeting Provisions: Procedures for debenture holders' meetings when multiple holders exist

What schedules should be included in a Debenture Loan Agreement?

1. Schedule 1 - Form of Debenture Certificate: Template of the physical debenture certificate

2. Schedule 2 - Drawdown Notice: Form of notice for requesting disbursement

3. Schedule 3 - Repayment Schedule: Detailed amortization or repayment schedule

4. Schedule 4 - Security Details: Detailed description of security assets and perfection requirements

5. Schedule 5 - Conditions Precedent: List of required documents and conditions for closing

6. Schedule 6 - Corporate Authorizations: Copies of relevant board and shareholder resolutions

7. Appendix A - Calculation of Interest: Detailed methodology for interest calculations

8. Appendix B - Form of Transfer Certificate: Template for transferring debenture ownership

Authors

Alex Denne

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

Jurisdiction

Philippines

Publisher

Ƶ

Document Type

Finance Agreement

Cost

Free to use
Relevant legal definitions




















































Clauses






























Relevant Industries

Banking and Financial Services

Corporate Finance

Investment Banking

Securities and Capital Markets

Manufacturing

Real Estate and Property Development

Infrastructure and Construction

Energy and Utilities

Telecommunications

Mining and Natural Resources

Transportation and Logistics

Relevant Teams

Legal

Finance

Treasury

Corporate Secretarial

Compliance

Risk Management

Corporate Finance

Board of Directors

Executive Management

Investment Banking

Relevant Roles

Chief Financial Officer

Corporate Finance Manager

Treasury Manager

Legal Counsel

Corporate Secretary

Compliance Officer

Investment Banking Director

Finance Director

Risk Manager

Security Trustee

Debenture Trustee

Corporate Finance Analyst

Financial Controller

Board Director

Chief Executive Officer

Company Secretary

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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