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The Senior Facilities Agreement is the primary document used for major corporate financing transactions in the Philippines, typically involving significant loan amounts and multiple lenders. It is used when companies require substantial financing for various purposes such as acquisitions, expansion, or refinancing existing debt. The agreement must comply with Philippine banking regulations, particularly those set by the Bangko Sentral ng Pilipinas, and includes provisions for security creation, perfection, and enforcement under local law. The document typically contains detailed sections on facility terms, conditions precedent, representations and warranties, covenants, and events of default, all tailored to the Philippine legal framework. This type of agreement is particularly important for establishing priority rights of senior lenders and ensuring enforceability of security interests under Philippine law.

1. Parties: Identification of the borrower(s), lender(s), facility agent, and security trustee if applicable

2. Background: Context of the facility, including purpose and basic commercial terms

3. Definitions and Interpretation: Comprehensive definitions of terms used and interpretation rules

4. The Facilities: Detailed terms of each facility, commitments, and purpose

5. Conditions Precedent: Conditions required before utilization, including documentation and legal requirements

6. Utilization: Process and requirements for drawing down the facilities

7. Repayment: Terms and schedule of repayment, including prepayment provisions

8. Interest: Interest calculation, periods, payment, and default interest provisions

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

10. Tax Gross Up and Indemnities: Tax provisions including withholding tax requirements under Philippine law

11. Changes in Circumstances: Provisions for market disruption, increased costs, and illegality

12. Representations and Warranties: Standard and Philippine-specific representations and warranties

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

14. Financial Covenants: Financial maintenance covenants and related definitions

15. General Undertakings: Positive and negative covenants, including Philippine law compliance

16. Events of Default: Default triggers and consequences

17. Changes to Parties: Transfer and assignment provisions

18. Administration: Role of facility agent and payment mechanics

19. Notices: Communication requirements and methods

20. Calculations and Evidence of Debt: Basis for calculations and evidence of amounts owed

21. Remedies and Waivers: Rights and remedies of the finance parties

22. Governing Law and Enforcement: Philippine law as governing law and enforcement provisions

23. Execution: Signature blocks and execution formalities