The Revolving Facility Agreement is a fundamental financing document used when a borrower requires flexible access to funding for working capital or general corporate purposes. This agreement, governed by Hong Kong law, enables borrowers to draw down funds multiple times up to an agreed limit, with the ability to repay and reborrow during the facility period. It is particularly relevant in Hong Kong's dynamic business environment, where companies often need adaptable financing solutions. The document includes comprehensive provisions covering facility terms, security arrangements (if applicable), conditions for utilization, interest calculations, and compliance with Hong Kong regulatory requirements. It is commonly used by both Hong Kong-based companies and international corporations operating through Hong Kong, incorporating local market practices and regulatory considerations.
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1. Parties: Identification of the lender(s), borrower(s), and any other parties such as guarantors or facility agent
2. Background: Brief description of the transaction and its purpose
3. Definitions and Interpretation: Defined terms, interpretation principles, and currency/time references
4. The Facility: Core terms of the revolving facility including amount, purpose, and revolving mechanics
5. Conditions Precedent: Initial conditions and conditions for each utilization
6. Utilization: Process and requirements for drawing down the facility
7. Repayment and Prepayment: Terms for repayment, prepayment obligations and voluntary prepayment rights
8. Interest: Interest calculation, periods, payment, and default interest provisions
9. Fees: Commitment fees, arrangement fees, and other applicable fees
10. Tax Gross Up and Indemnities: Tax provisions including gross-up obligations and tax indemnities
11. Increased Costs: Provisions for dealing with regulatory or circumstantial changes affecting lenders' costs
12. Representations and Warranties: Borrower's representations and warranties
13. Information Undertakings: Financial and other information to be provided by the borrower
14. Financial Covenants: Financial ratios and other financial requirements
15. General Undertakings: Positive and negative undertakings of the borrower
16. Events of Default: Events triggering default and acceleration rights
17. Changes to Parties: Transfer and assignment provisions
18. Administration: Payment mechanics, notices, calculations
19. Governing Law and Enforcement: Choice of Hong Kong law and enforcement provisions
1. Security: Required if the facility is secured, detailing security package and enforcement rights
2. Guarantees: Required if there are guarantors, containing guarantee and indemnity provisions
3. Multiple Currencies: Required for multi-currency facilities, including currency conversion and optional currency provisions
4. Accordion Feature: Optional section allowing for facility amount increase under specified conditions
5. Green Loan Provisions: Required for green loans, including use of proceeds and reporting requirements
6. Majority Lenders: Required for syndicated facilities, defining voting rights and decision-making process
7. Bank Products: Optional section for associated banking products like hedging or cash management
8. HIBOR/HONIA Replacement: Provisions for benchmark replacement, particularly relevant given global interest rate reforms
1. Conditions Precedent: Detailed list of required documents and conditions
2. Form of Utilization Request: Standard form for drawing down the facility
3. Form of Transfer Certificate: Standard form for transfers between lenders
4. Form of Compliance Certificate: Template for periodic compliance certification
5. Existing Security: List of permitted existing security (if applicable)
6. Form of Accession Deed: Template for additional parties joining the agreement
7. Fee Schedule: Detailed breakdown of all applicable fees
8. Form of Commitment Notice: Template for commitment increase/reduction notices
9. List of Material Subsidiaries: Definition and current list of material subsidiaries
10. Forms of Interest Election: Templates for selecting interest periods and rates
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