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The Large Credit Agreement serves as the primary documentation for significant financing transactions in Hong Kong, typically used for corporate borrowings, acquisition financing, or project finance exceeding certain threshold amounts. It establishes the legal framework for complex credit facilities, incorporating Hong Kong regulatory requirements and market standards. The document addresses key aspects including facility terms, security arrangements, conditions precedent, representations and warranties, covenants, and events of default. It is designed to comply with Hong Kong banking regulations, security registration requirements, and stamp duty obligations, while accommodating potential syndication and secondary market trading. The agreement typically requires input from multiple stakeholders and careful consideration of both lender protection and borrower operational flexibility.

1. Parties: Identification of lender(s), borrower(s), and any other parties to the agreement

2. Background: Context of the credit facility and purpose of the loan

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

4. The Facility: Details of the credit facility, including type, amount, and purpose

5. Conditions Precedent: Conditions that must be satisfied before drawdown

6. Drawdown: Procedures and requirements for utilization of the facility

7. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments

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

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

10. Tax Gross Up and Indemnities: Tax-related provisions and associated indemnities

11. Increased Costs and Illegality: Provisions dealing with changes affecting the lenders' cost of funding

12. Representations and Warranties: Borrower's representations and warranties

13. Information Undertakings: Obligations to provide financial and other information

14. Financial Covenants: Financial maintenance covenants and related definitions

15. General Undertakings: Positive and negative covenants of the borrower

16. Events of Default: Circumstances constituting default and consequences

17. Changes to Parties: Assignment and transfer provisions

18. Administration: Administrative provisions including payment mechanics

19. Notices: Communication procedures and contact details

20. Governing Law and Enforcement: Choice of law and jurisdiction provisions