The Facilities Agreement is a fundamental document in commercial lending transactions under Hong Kong law, used to document various types of credit facilities including term loans, revolving facilities, and multi-currency facilities. It serves as the primary agreement between lenders and borrowers, establishing their respective rights and obligations, and incorporating specific requirements of Hong Kong's banking and corporate regulations. The document typically includes detailed provisions on facility terms, conditions precedent, representations and warranties, covenants, events of default, and enforcement mechanisms. It can be structured as either a bilateral agreement between a single lender and borrower or as a syndicated facility involving multiple lenders. The agreement must comply with Hong Kong's Banking Ordinance, Companies Ordinance, and relevant financial regulations while reflecting common law principles applicable in Hong Kong's legal system.
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1. Parties: Identification of the lender(s), borrower(s), and any other parties to the agreement
2. Background: Context of the facility and brief description of the transaction
3. Definitions and Interpretation: Defined terms, rules of interpretation, and currency calculations
4. The Facility: Core terms including facility 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. Interest: Interest calculation, periods, payment, and default interest
8. Repayment and Prepayment: Terms for scheduled repayment and voluntary/mandatory prepayment
9. Fees and Expenses: All fees payable and cost reimbursement obligations
10. Tax Gross Up and Indemnities: Tax-related provisions and associated indemnities
11. Representations and Warranties: Borrower's representations and warranties
12. Information Undertakings: Obligations to provide financial and other information
13. Financial Covenants: Financial ratios and other financial requirements
14. General Undertakings: Positive and negative covenants of the borrower
15. Events of Default: Circumstances constituting default and consequences
16. Changes to Parties: Assignment and transfer provisions
17. Administration: Payment mechanics, notices, calculations
18. Governing Law and Enforcement: Choice of law, jurisdiction, and enforcement provisions
1. Security: Required if the facility is secured - details of security arrangements
2. Guarantee: Required if there are guarantors - terms of guarantee
3. Agent and Security Trustee Provisions: Required for syndicated facilities - role and powers of the agent
4. Majority Lenders: Required for syndicated facilities - voting and decision-making mechanisms
5. Intercreditor Provisions: Required if there are multiple classes of creditors
6. Green Loan Provisions: Required for green loans - sustainability criteria and reporting
7. Regulatory Compliance: Specific provisions required by applicable regulations
8. Insurance: Detailed insurance requirements if specific insurance is required
1. Conditions Precedent: Detailed list of required conditions precedent documents
2. Form of Drawdown Request: Template for borrower to request utilization
3. Form of Transfer Certificate: Template for transferring commitments between lenders
4. Calculation of HIBOR: Detailed provisions for calculating the benchmark rate
5. Form of Compliance Certificate: Template for periodic compliance certification
6. Security Documents: List and/or forms of required security documents
7. Repayment Schedule: Detailed amortization schedule if term loan
8. Financial Covenants Calculations: Detailed methodology for calculating financial covenants
9. Form of Accession Deed: Template for additional parties joining the agreement
10. Contact Details: Administrative and notice details for all parties
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