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Bridge Loan Agreement
"I need a Bridge Loan Agreement under Hong Kong law for a HKD 50 million facility to a real estate development company, with the loan to be repaid from proceeds of a planned IPO in March 2025, including typical IPO-related covenants and mandatory prepayment provisions."
1. Parties: Identification of the lender and borrower, including registration details and addresses
2. Background: Context of the bridge loan, including purpose and anticipated repayment source
3. Definitions and Interpretation: Defined terms, interpretation rules, and construction principles
4. The Facility: Details of the loan amount, purpose, and availability period
5. Conditions Precedent: Documents and conditions required before drawdown
6. Drawdown: Process and requirements for drawing the loan
7. Interest: Interest rate, calculation methods, and payment dates
8. Repayment: Repayment terms, including maturity date and prepayment provisions
9. Take-out Financing: Provisions regarding the anticipated long-term financing that will repay the bridge loan
10. Representations and Warranties: Standard and transaction-specific representations by the borrower
11. Covenants: Positive and negative undertakings by the borrower
12. Events of Default: Circumstances constituting default and consequences
13. Changes to Parties: Assignment and transfer provisions
14. Payment Mechanics: Payment procedures, currency, and business day conventions
15. Notices: Communication methods and contact details
16. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction provisions
1. Security: Include if the bridge loan is secured - details of security package and enforcement rights
2. Guarantee: Include if there are guarantors supporting the borrower's obligations
3. Increased Costs and Tax Gross-up: Include for institutional lenders or cross-border transactions
4. Set-off Rights: Include if specific set-off rights are required beyond common law rights
5. Subordination: Include if the bridge loan needs to be subordinated to other debt
6. Break Costs: Include if early repayment may result in lender's funding losses
7. IPO Exit Provisions: Include if repayment is linked to an anticipated IPO
8. M&A Exit Provisions: Include if repayment is linked to an M&A transaction
1. Form of Drawdown Request: Standard form for requesting loan disbursement
2. Conditions Precedent Documents: Detailed list of required CP documents
3. Form of Transfer Certificate: Standard form for transferring loan participations
4. Repayment Schedule: If any interim payments are required before final maturity
5. Form of Compliance Certificate: Template for periodic compliance certification
6. Security Documents: Forms of security documents if loan is secured
7. Permitted Security: List of security interests permitted to exist
8. Form of Take-out Financing Notice: Template for notifying arrangement of permanent financing
Authors
Account Bank
Affiliate
Agent
Agreement
Availability Period
Available Commitment
Banking Day
Break Costs
Business Day
Change of Control
Commitment
Compliance Certificate
Conditions Precedent
Default
Default Interest
Default Rate
Disruption Event
Drawdown Date
Drawdown Request
Event of Default
Facility
Facility Office
Finance Documents
Finance Parties
Financial Indebtedness
Group
Guarantee
HIBOR
Hong Kong
Interest Payment Date
Interest Period
Legal Reservations
Lender
Loan
Margin
Material Adverse Effect
Maturity Date
Obligor
Permanent Financing
Permitted Security Interest
Potential Event of Default
Prepayment Amount
Quotation Day
Reference Banks
Refinancing Date
Relevant Jurisdiction
Repayment Date
Security
Security Documents
Security Interest
Take-out Financing
Tax
Total Commitments
Transfer Certificate
Transfer Date
Unpaid Sum
Facility
Purpose
Conditions Precedent
Drawdown
Repayment
Prepayment
Interest
Interest Periods
Fees
Tax Gross-Up
Increased Costs
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Changes to Parties
Payment Mechanics
Set-Off
Security
Guarantee
Take-out Financing
Costs and Expenses
Indemnities
Notices
Calculations
Amendments and Waivers
Confidentiality
Counterparts
Governing Law
Enforcement
Jurisdiction
Financial Services
Real Estate
Private Equity
Technology
Manufacturing
Healthcare
Infrastructure
Energy
Retail
Telecommunications
Mining
Transportation
Hospitality
Legal
Finance
Treasury
Credit Risk
Compliance
Corporate Finance
Banking
Deal Advisory
Corporate Secretarial
Risk Management
Chief Financial Officer
Finance Director
Treasury Manager
Corporate Lawyer
Legal Counsel
Finance Manager
Investment Banker
Credit Officer
Relationship Manager
Risk Manager
Compliance Officer
Corporate Secretary
Managing Director
Transaction Manager
Financial Controller
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