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The Intercompany Revolving Loan Agreement is a crucial document for Philippine corporate groups seeking to establish efficient internal financing arrangements. It is commonly used when a company within a corporate group requires flexible access to funding from another group company, typically for working capital purposes or operational needs. The agreement must comply with Philippine corporate law, tax regulations (particularly transfer pricing rules), and banking regulations. It should be structured to satisfy requirements under the Corporation Code of the Philippines and relevant BSP regulations, while also addressing documentary stamp tax implications and foreign exchange considerations if applicable. The document includes comprehensive terms covering facility limits, drawdown procedures, interest calculations, repayment mechanisms, and necessary corporate approvals.

1. Parties: Identification of the lender and borrower companies, including registration details and addresses

2. Background: Context of the intercompany relationship and purpose of the revolving loan facility

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

4. The Facility: Details of the revolving loan facility, including amount, purpose, and availability period

5. Drawdown Conditions: Conditions precedent and procedures for requesting and making drawdowns

6. Interest: Interest rate, calculation method, and payment terms

7. Repayment and Prepayment: Terms for repayment of drawings and voluntary prepayment provisions

8. Representations and Warranties: Standard corporate representations and specific confirmations required under Philippine law

9. Covenants: Positive and negative undertakings of the borrower

10. Events of Default: Circumstances constituting default and consequences

11. Changes to Parties: Rules regarding assignment and transfer of rights and obligations

12. Payments: Payment mechanics, currency, and tax provisions

13. Notices: Communication methods and contact details

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

15. Governing Law and Jurisdiction: Philippine law as governing law and jurisdiction provisions