The Debt Facility Agreement is a crucial document used in Hong Kong's finance sector to document lending arrangements between financial institutions and borrowers. It serves as the primary agreement governing the terms and conditions of debt facilities, whether for general corporate purposes, acquisitions, project finance, or specific investments. The document must comply with Hong Kong's robust financial regulatory framework, including the Banking Ordinance (Cap. 155) and Money Lenders Ordinance (Cap. 163), while incorporating elements of common law principles that underpin Hong Kong's legal system. This agreement type is particularly important given Hong Kong's status as a major international financial hub, where complex cross-border financing transactions are commonplace.
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1. Parties: Identifies the lender(s), borrower(s), guarantor(s) and any other parties to the agreement
2. Background: Recitals explaining the context and purpose of the facility
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and interpretation rules
4. The Facility: Core terms of the facility including amount, purpose, and availability period
5. Conditions Precedent: Conditions that must be satisfied before drawdown
6. Drawdown: Mechanics and procedures for utilization of the facility
7. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments
8. Interest: Interest calculation, periods, payment dates, and default interest
9. Fees: All applicable fees including arrangement, commitment, and ongoing fees
10. Tax Gross Up and Indemnities: Tax-related provisions and associated indemnities
11. Representations and Warranties: Standard banking representations and warranties
12. Information Undertakings: Requirements for financial and other information delivery
13. General Undertakings: Positive and negative covenants of the borrower
14. Events of Default: Circumstances constituting default and consequences
15. Changes to Parties: Assignment and transfer provisions
16. Administration: Payment mechanics, calculations, and notices
17. Governing Law and Enforcement: Choice of law and jurisdiction provisions
1. Financial Covenants: Include when financial ratios and tests are required, typically in corporate facilities
2. Security: Include when the facility is secured, detailing security structure and enforcement
3. Guarantee: Include when there are guarantors, containing guarantee and indemnity provisions
4. Increased Costs: Include for regulated lenders to cover regulatory cost changes
5. Market Disruption: Include for HIBOR-based facilities to address market disruption events
6. Multiple Lenders: Include for syndicated facilities, covering majority voting and agency provisions
7. Set-off: Include when set-off rights are required, typically for banks with deposit relationships
8. Hedging: Include when interest rate or currency hedging is required
1. Conditions Precedent: Detailed list of required CP documents and evidence
2. Form of Drawdown Request: Template for borrower to request utilization of the facility
3. Form of Transfer Certificate: Template for transferring commitments between lenders
4. Repayment Schedule: Detailed schedule of repayment dates and amounts
5. Financial Covenants Calculations: Detailed formulae for financial covenant calculations
6. Security Documents: List and copies of all security documents
7. Existing Security and Financial Indebtedness: Details of permitted existing arrangements
8. Form of Compliance Certificate: Template for periodic compliance certification
9. Group Structure Chart: Corporate structure of borrower group
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