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Guarantee Facility Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Guarantee Facility Agreement

"Need to draft a Guarantee Facility Agreement under Hong Kong law for a HKD 50 million credit facility where a parent company guarantees its subsidiary's obligations, with cross-border elements as the parent company is incorporated in Singapore."

Document background
The Guarantee Facility Agreement is a crucial document in secured lending transactions under Hong Kong law, typically used when a lender requires additional security beyond the borrower's own covenant. This agreement is essential in situations where a parent company guarantees a subsidiary's obligations, or where directors or related parties provide personal guarantees for corporate borrowing. The document establishes the terms under which the guarantor assumes responsibility for the borrower's obligations, including the scope of the guarantee, enforcement mechanisms, and the guarantor's rights and obligations. It must comply with Hong Kong's banking regulations, contract law, and specific requirements for guarantee arrangements, particularly those set out in the Banking Ordinance and related legislation.
Suggested Sections

1. Parties: Identifies the lender, borrower, and guarantor(s)

2. Background: Describes the context of the facility and guarantee arrangement

3. Definitions and Interpretation: Defines key terms and interpretation rules

4. The Facility: Details of the credit facility being guaranteed including amount, purpose, and terms

5. Guarantee and Indemnity: Core guarantee obligations, including scope and nature of the guarantee

6. Representations and Warranties: Guarantor's confirmations about their legal status, capacity, and authority

7. Continuing Security: Provisions establishing the guarantee as continuing security

8. Payments: Payment obligations, mechanics, and currency provisions

9. Tax Gross-up and Indemnities: Provisions for tax-related payments and indemnities

10. Preservation of Rights: Provisions maintaining the guarantee's effectiveness

11. Discharge Conditions: Conditions for releasing the guarantor from obligations

12. Changes to Parties: Rules for transfers and assignments

13. Notices: Communication requirements and methods

14. Calculations and Certificates: Rules for determining amounts due

15. Partial Invalidity: Severability provisions

16. Remedies and Waivers: Rights and remedies of the lender

17. Amendments and Waivers: Procedures for modifying the agreement

18. Counterparts: Execution in multiple copies

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

Optional Sections

1. Multiple Guarantors: Additional provisions for when there are multiple guarantors, including joint and several liability

2. Security: Additional security arrangements if the guarantee is secured by specific assets

3. Subordination: Provisions subordinating guarantor's rights against the borrower

4. Financial Covenants: Specific financial requirements for guarantor if needed

5. Corporate Guarantor Provisions: Additional provisions specific to corporate guarantors

6. Independent Legal Advice: Confirmation of independent legal advice for individual guarantors

7. Currency Provisions: Detailed currency conversion rules for multi-currency facilities

8. Set-off Rights: Detailed set-off provisions if required

9. Personal Data Protection: Additional privacy provisions for individual guarantors

Suggested Schedules

1. Facility Terms: Detailed terms of the underlying facility being guaranteed

2. Conditions Precedent: List of required documents and conditions

3. Form of Demand: Template for making demands under the guarantee

4. Form of Transfer Certificate: Template for transferring rights under the guarantee

5. Representations and Warranties: Detailed list of representations and warranties

6. Form of Compliance Certificate: Template for periodic compliance confirmations

7. Security Documents: List and copies of related security documents if applicable

8. Notice Details: Detailed contact information for all parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
































































Clauses




































Relevant Industries

Banking

Financial Services

Commercial Real Estate

Manufacturing

Trading

Retail

Construction

Infrastructure

Technology

Telecommunications

Healthcare

Hospitality

Import/Export

Logistics

Professional Services

Relevant Teams

Legal

Finance

Treasury

Credit Risk

Compliance

Corporate Banking

Commercial Banking

Risk Management

Corporate Secretariat

Credit Administration

Loan Operations

Transaction Banking

Securities Administration

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Corporate Banker

Relationship Manager

Credit Risk Manager

Legal Counsel

Compliance Officer

Corporate Secretary

Managing Director

Finance Manager

Risk Officer

Banking Officer

Credit Analyst

Loan Officer

Security Trustee

Facility Agent

Contract Manager

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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