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The Term Loan Agreement is a fundamental financing document used when a lender provides a fixed-term loan to a borrower in Hong Kong. It is typically used for business financing, asset acquisition, project financing, or general corporate purposes. The agreement must comply with Hong Kong banking and financial regulations, including the Banking Ordinance (Cap. 155) and related legislation. The document comprehensively covers all aspects of the lending relationship, from initial drawdown to final repayment, including detailed provisions for interest calculation, repayment terms, security arrangements (if any), events of default, and enforcement mechanisms. It is particularly important in the Hong Kong market where international banking practices meet local regulatory requirements, making it essential to have clear, comprehensive documentation that meets both local and international standards.

1. Parties: Identifies the lender and borrower, including their registration details and addresses

2. Background: Sets out the context of the loan arrangement and purpose

3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules

4. The Facility: Details of the loan amount, purpose, and availability period

5. Conditions Precedent: Conditions that must be satisfied before the loan can be drawn

6. Drawdown: Procedures and requirements for drawing down the loan

7. Interest: Interest rate, calculation methods, and payment provisions

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

9. Representations and Warranties: Borrower's statements of fact and assurances

10. Information Undertakings: Borrower's obligations to provide financial and other information

11. General Undertakings: Borrower's ongoing obligations during the loan term

12. Events of Default: Circumstances that trigger default and lender's remedies

13. Changes to Parties: Rules for assignment and transfer of rights/obligations

14. Payments: Payment mechanics, currency, and tax provisions

15. Costs and Expenses: Allocation of transaction costs and ongoing expenses

16. Notices: Communication requirements and contact details

17. Calculations and Certificates: Rules for calculations and evidential value of certificates

18. Partial Invalidity: Severability provisions

19. Remedies and Waivers: Provisions regarding enforcement of rights

20. Amendments and Waivers: Process for modifying the agreement

21. Counterparts: Execution in multiple copies

22. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction provisions