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Debt Financing Agreement for Philippines

Debt Financing Agreement Template for Philippines

A comprehensive legal document governed by Philippine law that establishes and regulates a lending relationship between a financial institution (lender) and a borrowing entity. The agreement details the terms and conditions of the loan, including the principal amount, interest rates, repayment terms, security arrangements, and various covenants. It incorporates specific requirements under Philippine banking regulations, the Civil Code of the Philippines, and other relevant local legislation, while ensuring compliance with central bank guidelines and securities regulations where applicable.

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Debt Financing Agreement

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What is a Debt Financing Agreement?

The Debt Financing Agreement is a crucial legal instrument used in the Philippines when a business or entity seeks to obtain debt financing from a financial institution or lender. This document is essential for both secured and unsecured lending transactions, establishing the legal framework for the borrowing arrangement while ensuring compliance with Philippine banking regulations, including the New Central Bank Act and relevant Securities and Exchange Commission requirements. The agreement typically includes comprehensive details about the loan facility, security arrangements, covenants, events of default, and remedies, while incorporating specific provisions required under Philippine law. It's commonly used for corporate loans, project financing, asset acquisition, working capital facilities, and other commercial lending purposes, providing legal protection for all parties involved while ensuring enforceability under Philippine jurisdiction.

What sections should be included in a Debt Financing Agreement?

1. Parties: Identification of the lender(s) and borrower(s) with complete legal names and addresses

2. Background: Context of the financing arrangement, purpose of the loan, and any relevant preliminary discussions or agreements

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Facility Details: Amount, type of facility, purpose, and availability period of the loan

5. Interest and Fees: Interest rate, calculation method, payment periods, and all applicable fees

6. Drawdown: Conditions and procedures for drawing down the loan facility

7. Repayment Terms: Repayment schedule, prepayment provisions, and payment mechanics

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

9. Covenants: Positive and negative obligations of the borrower during the loan period

10. Events of Default: Circumstances that constitute default and their consequences

11. Security: Details of any security or collateral provided for the loan

12. Boilerplate Provisions: Standard legal provisions including notices, amendments, governing law, and jurisdiction

What sections are optional to include in a Debt Financing Agreement?

1. Guarantees: Required when third-party guarantees are part of the security structure

2. Syndication Provisions: Needed for syndicated loans involving multiple lenders

3. Tax Provisions: Detailed section required when cross-border lending or specific tax considerations apply

4. Insurance Requirements: Detailed insurance obligations when specific insurance coverage is required for the loan

5. Assignment and Transfer: Required when the loan may be transferred or assigned to other parties

6. Change of Control: Necessary when borrower ownership changes need to be restricted or monitored

7. Subordination Provisions: Required when there are multiple creditors and priority needs to be established

8. Environmental Compliance: Necessary for projects or businesses with environmental impacts or risks

What schedules should be included in a Debt Financing Agreement?

1. Schedule 1 - Conditions Precedent: List of documents and conditions required before loan drawdown

2. Schedule 2 - Form of Drawdown Notice: Template for borrower to request loan disbursement

3. Schedule 3 - Repayment Schedule: Detailed payment dates and amounts

4. Schedule 4 - Security Documents: List and copies of all security documents

5. Schedule 5 - Financial Covenants: Detailed financial ratios and calculations

6. Schedule 6 - Permitted Security Interests: List of existing or permitted security interests

7. Appendix A - Form of Compliance Certificate: Template for periodic compliance reporting

8. Appendix B - Form of Transfer Certificate: Template for loan transfer documentation

9. Appendix C - Security Property Details: Detailed description of any collateral or security assets

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

Real Estate and Property Development

Manufacturing

Infrastructure and Construction

Energy and Utilities

Technology and Communications

Agriculture and Agribusiness

Retail and Consumer Goods

Healthcare and Pharmaceuticals

Transportation and Logistics

Mining and Natural Resources

Education

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Secretariat

Credit Administration

Business Development

Corporate Banking

Project Finance

Investment

Operations

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Corporate Lawyer

Legal Counsel

Compliance Officer

Risk Manager

Credit Manager

Investment Officer

Corporate Secretary

Financial Controller

Banking Relationship Manager

Loan Officer

Corporate Banking Head

Business Development Manager

Project Finance Manager

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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