The Term Loan Facility Agreement is a crucial document used in corporate lending transactions where a lender (or group of lenders) provides a fixed-term loan to a borrower. This agreement is specifically tailored to comply with Hong Kong's legal and regulatory framework, including the Banking Ordinance (Cap. 155) and other relevant financial regulations. It is commonly used for various corporate purposes such as acquisitions, refinancing, working capital, or capital expenditure. The document encompasses all essential elements of the lending relationship, including facility terms, drawdown mechanics, security arrangements (if applicable), representations and warranties, covenants, and events of default. It is particularly designed to reflect Hong Kong market practice and local security registration requirements, making it suitable for both domestic and cross-border transactions where Hong Kong law is the chosen governing law.
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1. Parties: Identification of the lender(s), borrower(s), and any other parties to the agreement
2. Background: Brief context of the transaction and purpose of the facility
3. Definitions and Interpretation: Definitions of terms used in the agreement and interpretation rules
4. The Facility: Key terms of the loan facility including amount, purpose, and availability period
5. Conditions Precedent: Conditions that must be satisfied before drawdown
6. Drawdown: Procedures and requirements for utilizing the facility
7. Interest: Interest rate, calculation periods, and payment provisions
8. Repayment: Terms and schedule for repayment of the facility
9. Prepayment: Voluntary and mandatory prepayment provisions
10. Tax Gross Up and Indemnities: Tax-related provisions and associated indemnities
11. Increased Costs: Provisions dealing with changes in costs due to regulatory changes
12. Representations: Borrower's representations and warranties
13. Information Undertakings: Borrower's obligations to provide financial and other information
14. General Undertakings: Borrower's positive and negative covenants
15. Events of Default: Circumstances constituting default and consequences
16. Changes to Parties: Assignment and transfer provisions
17. Payment Mechanics: Administrative provisions regarding payments
18. Set-off: Rights of set-off and application of payments
19. Notices: Communication procedures between parties
20. Calculations and Certificates: Provisions regarding calculations and evidence
21. Partial Invalidity: Severability provisions
22. Remedies and Waivers: Rights and remedies of the parties
23. Amendments and Waivers: Procedures for modifying the agreement
24. Counterparts: Execution in multiple counterparts
25. Governing Law: Hong Kong law as governing law
26. Enforcement: Jurisdiction and dispute resolution provisions
1. Security: Required if the facility is secured, detailing security arrangements and enforcement
2. Guarantee: Required if there are guarantors, containing guarantee provisions
3. Syndication Provisions: Required for syndicated facilities, including facility agent and security trustee provisions
4. Market Disruption: Required for HIBOR-based facilities, dealing with market disruption events
5. Hedging: Required if hedging obligations are included
6. Bank Accounts: Required if specific account arrangements are needed
7. Material Adverse Change: Optional additional event of default trigger
8. Majority Lenders: Required for syndicated facilities, defining voting mechanisms
9. Sanctions: Required if there are specific sanctions compliance requirements
1. Conditions Precedent: Detailed list of required conditions precedent documents
2. Form of Drawdown Request: Template for drawdown requests
3. Form of Transfer Certificate: Template for transfers between lenders
4. Repayment Schedule: Detailed amortization schedule if applicable
5. Form of Compliance Certificate: Template for periodic compliance certification
6. Lender Commitments: Required for syndicated facilities, showing individual commitments
7. Form of Accession Deed: Template for new parties joining the agreement
8. Form of Resignation Letter: Template for resigning parties
9. Financial Covenants: Detailed financial covenant calculations and definitions
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