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The Co-Financing Agreement is essential in complex financing transactions where multiple lenders collaborate to provide larger financing facilities than any single institution might be willing or able to provide alone. This document type is particularly relevant in Hong Kong's sophisticated financial market, where international and local banks frequently cooperate on major financing projects. The agreement covers crucial aspects such as facility amounts, individual lender commitments, security sharing, voting mechanisms for lender decisions, and the appointment and roles of various agents. It includes specific provisions required under Hong Kong law and regulatory framework, addressing matters such as security perfection requirements and stamp duty implications. The document is typically used for large-scale project financing, corporate lending, or substantial capital investments where risk sharing among lenders is desired.

1. Parties: Identification of all participating financial institutions and the borrower

2. Background: Context of the co-financing arrangement, purpose of the facility, and basic transaction structure

3. Definitions: Detailed definitions of terms used throughout the agreement, including financial terms and technical concepts

4. Facility Amount and Purpose: Total facility amount, breakdown of each lender's commitment, and specified purpose of the facility

5. Conditions Precedent: Prerequisites that must be satisfied before any disbursement

6. Disbursement Mechanism: Procedures and requirements for drawing down the facility

7. Interest and Fees: Interest rate determination, payment dates, and fee structure

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

9. Security Structure: Details of security arrangements and ranking among co-financiers

10. Intercreditor Provisions: Rights and obligations between co-financiers, voting mechanisms, and decision-making process

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

12. Covenants: Positive and negative undertakings of the borrower

13. Events of Default: Circumstances constituting default and consequences

14. Agent's Role and Responsibilities: Appointment, powers, and duties of the facility agent

15. Payments and Calculations: Payment mechanics, calculations of amounts due, and sharing provisions

16. Changes to Parties: Transfer and assignment provisions

17. Administration and Notices: Administrative provisions and communication requirements

18. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction provisions