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Loan Swap Agreement for Philippines

Loan Swap Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that facilitates the exchange of loan payment obligations between two parties. The document structures the swap of interest rates, currencies, or both, associated with underlying loan agreements. It incorporates specific provisions required by Philippine banking regulations, including BSP compliance requirements, and addresses key aspects such as payment mechanics, events of default, early termination, and regulatory reporting requirements. The agreement is designed to comply with local financial regulations while providing a robust framework for managing loan-related risks through swap arrangements.

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What is a Loan Swap Agreement?

The Loan Swap Agreement is a sophisticated financial instrument used in the Philippine market to manage risks associated with loan obligations. This document type is typically employed when parties wish to exchange their respective loan payment obligations, whether to manage interest rate risk, currency exposure, or both. The agreement must comply with the regulatory framework established by the Bangko Sentral ng Pilipinas (BSP), particularly BSP Circular No. 1029 on derivatives activities. The document includes detailed provisions on payment mechanisms, calculation methodologies, default scenarios, and early termination rights, while ensuring compliance with Philippine banking and securities laws. It is particularly relevant in cross-border transactions where Philippine entities are involved and requires careful consideration of local regulatory requirements and market practices.

What sections should be included in a Loan Swap Agreement?

1. Parties: Identification of the contracting parties and their legal capacity

2. Background: Context of the swap agreement and reference to underlying loans

3. Definitions: Definitions of technical terms, financial concepts, and specific terminology used in the agreement

4. Swap Terms: Core terms of the swap including notional amounts, currencies, interest rates, and payment dates

5. Payment Obligations: Detailed description of payment obligations, calculation methods, and payment mechanics

6. Representations and Warranties: Standard and specific representations regarding capacity, authority, and compliance with laws

7. Events of Default: Circumstances constituting default and consequences thereof

8. Early Termination: Provisions for early termination, including calculation of termination amounts

9. Market Disruption: Provisions dealing with market disruption events and their consequences

10. Tax Provisions: Treatment of taxes, including gross-up obligations and tax events

11. General Provisions: Standard clauses including notices, amendments, and governing law

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

1. Credit Support: Include when collateral or guarantees are required to support the swap obligations

2. Break Costs: Include when specific break cost calculations are needed for early termination

3. Multi-branch Provisions: Include when either party is acting through multiple branches

4. Third Party Rights: Include when rights are to be extended to third parties such as credit support providers

5. Special Entity Provisions: Include when one party is a special entity under Philippine law requiring additional protections

6. Foreign Exchange Provisions: Include for cross-currency swaps requiring specific FX provisions under BSP regulations

What schedules should be included in a Loan Swap Agreement?

1. Schedule 1 - Transaction Details: Detailed economic terms of the swap including rates, amounts, and dates

2. Schedule 2 - Calculation Methods: Detailed methodology for calculations including day count conventions and rate sources

3. Schedule 3 - Form of Confirmation: Template for transaction confirmations

4. Schedule 4 - Contact Details: Contact information for notices and payments

5. Appendix A - Payment Dates: Calendar of payment dates and calculation periods

6. Appendix B - Credit Support Details: Details of any collateral or credit support arrangements

7. Appendix C - Tax Forms: Required tax documentation and forms

8. Appendix D - BSP Compliance: Documentation required for BSP regulatory compliance

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

Financial Services

Insurance

Real Estate

Infrastructure

Manufacturing

Energy

Telecommunications

Mining

Utilities

Relevant Teams

Legal

Treasury

Finance

Risk Management

Compliance

Trading

Credit

Corporate Finance

Operations

Settlements

Documentation

Financial Control

Relevant Roles

Treasury Manager

Chief Financial Officer

Risk Management Officer

Financial Controller

Legal Counsel

Compliance Officer

Credit Risk Manager

Trading Manager

Structured Finance Manager

Transaction Manager

Corporate Finance Director

Banking Relationship Manager

Senior Finance Manager

Derivatives Specialist

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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