Common Terms Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Common Terms Agreement

"I need a Common Terms Agreement under Hong Kong law for a syndicated facility involving multiple lenders for our real estate development project, with particular emphasis on incorporating green financing provisions and ESG reporting requirements, to be completed by March 2025."

Document background
The Common Terms Agreement is a fundamental document in complex financing arrangements, particularly in syndicated lending transactions under Hong Kong law. It consolidates the terms and conditions that apply across multiple facility agreements, avoiding repetition and potential inconsistencies. This document type is typically used when a borrower enters into multiple facilities with various lenders, establishing a uniform set of representations, warranties, covenants, and events of default. The agreement reflects Hong Kong's common law principles and local market practices, while incorporating international lending standards. It serves as a cornerstone document that other facility agreements can reference, thereby streamlining the documentation process and ensuring consistency across the financing structure.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including borrowers, guarantors, and finance parties

2. Background: Context of the transaction and relationship between the facility agreements

3. Definitions and Interpretation: Comprehensive definitions of terms used across all facility agreements and interpretation rules

4. Common Terms: Specification that these terms apply to all facility agreements

5. Conditions Precedent: Common conditions that must be satisfied before any facility becomes available

6. Representations and Warranties: Standard representations and warranties given by obligors

7. Information Undertakings: Obligations to provide financial and other information

8. Financial Covenants: Key financial ratios and tests that must be maintained

9. General Undertakings: Common operational and business covenants

10. Events of Default: Circumstances that trigger default across all facilities

11. Changes to Parties: Provisions for transfers, assignments, and changes to parties

12. Administration: Common administrative provisions including payments and calculations

13. Notices: Communication procedures and contact details

14. Governing Law and Enforcement: Choice of Hong Kong law and enforcement provisions

Optional Sections

1. Guarantee and Indemnity: Include when guarantors are party to the agreement

2. Common Security: Include when security is shared across facilities

3. Subordination: Include when there are different classes of debt

4. Intercreditor Provisions: Include when multiple creditor classes need to establish priority and voting rights

5. Bank Account Provisions: Include when specific account structure and cash management requirements exist

6. Common Currency Provisions: Include for multi-currency facilities

7. Majority Lender Decisions: Include when voting mechanisms between lenders need to be established

8. Agency Provisions: Include when facility agent or security agent roles need to be defined

Suggested Schedules

1. Conditions Precedent: Detailed list of required documents and conditions

2. Forms of Request: Standard forms for utilization and other requests

3. Forms of Transfer Certificates: Standard documentation for transfers and assignments

4. Form of Compliance Certificate: Template for periodic compliance certification

5. Form of Accession Deed: Template for new parties joining the agreement

6. Financial Covenant Calculations: Detailed methodology for financial covenant calculations

7. Group Structure: Corporate structure chart of the borrower group

8. Existing Security: Details of security interests existing at signing

9. Contact Details: Comprehensive list of party contact information

10. Form of Confidentiality Undertaking: Standard confidentiality agreement for potential new lenders

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 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

Real Estate

Infrastructure

Manufacturing

Energy & Resources

Technology

Healthcare

Retail & Consumer

Transportation & Logistics

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Banking

Credit

Syndications

Transaction Management

Company Secretarial

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Compliance Officer

Credit Risk Manager

Relationship Manager

Syndications Director

Transaction Manager

Company Secretary

Financial Controller

Head of Corporate Banking

Debt Finance Manager

Senior Loan Officer

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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