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The Debt Facility Agreement serves as the primary documentation for debt financing transactions in the Philippines, establishing the legal relationship between lenders and borrowers while ensuring compliance with local regulatory requirements. This document is essential when a company seeks debt financing, whether for working capital, expansion, project financing, or other corporate purposes. It must comply with Philippine banking regulations, including Bangko Sentral ng Pilipinas circulars, the General Banking Law, and the Truth in Lending Act. The agreement typically includes detailed provisions on facility terms, drawdown mechanics, security arrangements, covenants, and default scenarios, tailored to meet both commercial requirements and Philippine legal standards. The document structure accommodates various financing scenarios, from bilateral loans to syndicated facilities, and can be adapted for different security arrangements while maintaining compliance with Philippine corporate and banking laws.

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

2. Background: Context of the facility and brief description of the transaction structure

3. Definitions and Interpretation: Defined terms, interpretation rules, and currency conventions

4. The Facility: Details of the facility amount, purpose, and availability

5. Conditions Precedent: Conditions that must be satisfied before drawdown

6. Drawdown: Procedures and requirements for utilizing the facility

7. Interest: Interest calculation, periods, rates, and payment provisions

8. Repayment and Prepayment: Terms for scheduled repayment and voluntary/mandatory prepayment

9. Fees: All applicable fees including arrangement, commitment, and prepayment fees

10. Tax Gross Up and Indemnities: Tax-related provisions and associated indemnities

11. Representations and Warranties: Standard and transaction-specific representations by the borrower

12. Information Undertakings: Financial and other information to be provided by the borrower

13. General Undertakings: Positive and negative covenants of the borrower

14. Events of Default: Circumstances constituting default and consequences

15. Changes to Parties: Rules for assignments, transfers, and changes in lender/borrower

16. Administration: Payment mechanics, calculations, and notices

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