Loan Offset Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Loan Offset Agreement

"I need a Loan Offset Agreement under Hong Kong law for a multinational corporate group with three subsidiary borrowers, involving loans in HKD and USD, with an implementation date of March 1, 2025, and provisions for automated monthly offset calculations."

Document background
The Loan Offset Agreement is a crucial document used in Hong Kong's financial sector when parties wish to establish a formal arrangement for offsetting multiple loan facilities against each other. This agreement is particularly relevant when a borrower or related group of borrowers has multiple loans with one or more lenders, and there is a need to establish a clear legal framework for how these loans can be offset against each other. The document typically includes detailed provisions on calculation methodologies, trigger events for offset, and the impact on existing security arrangements. It must comply with Hong Kong banking regulations and financial laws, particularly regarding security interests and enforcement rights. The agreement is commonly used in corporate lending, structured finance, and complex banking arrangements where multiple facilities exist.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including lender(s), borrower(s), and any guarantors

2. Background: Recitals explaining the context of existing loans and the purpose of the offset arrangement

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation

4. Offset Arrangement: Core provisions detailing how the offset mechanism works, including calculation methods and timing

5. Representations and Warranties: Standard representations and warranties from all parties regarding their capacity and authority

6. Conditions Precedent: Conditions that must be satisfied before the offset arrangement becomes effective

7. Covenants: Ongoing obligations of the parties during the term of the agreement

8. Events of Default: Circumstances that constitute default and consequences thereof

9. Termination: Provisions for termination of the offset arrangement and consequences

10. Notices: Communication requirements and contact details for all parties

11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendments

Optional Sections

1. Currency Provisions: Required when loans being offset are in different currencies, specifying exchange rate mechanisms

2. Multiple Lender Provisions: Required when there are multiple lenders, addressing ranking and priority

3. Security Provisions: Required when specific collateral or security interests are involved in the offset arrangement

4. Tax Provisions: Required when there are specific tax implications that need to be addressed

5. Assignment and Transfer: Required when parties want to allow for potential transfer of offset rights

6. Agent Provisions: Required when an agent is appointed to manage the offset arrangement

Suggested Schedules

1. Schedule 1 - Existing Loans: Details of all loans subject to the offset arrangement, including amounts, interest rates, and maturity dates

2. Schedule 2 - Offset Calculation Methodology: Detailed explanation and examples of how offsets will be calculated

3. Schedule 3 - Forms of Notice: Standard forms for various notices required under the agreement

4. Schedule 4 - Contact Details: Detailed contact information for all parties and authorized representatives

5. Appendix A - Conditions Precedent Documents: List of all documents required as conditions precedent

6. Appendix B - Offset Statement Template: Template for periodic statements showing offset calculations and balances

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

Insurance

Investment Management

Corporate Finance

Private Equity

Asset Management

Commercial Lending

Retail Banking

Relevant Teams

Legal

Finance

Credit Risk

Compliance

Treasury

Banking Operations

Corporate Banking

Transaction Management

Portfolio Management

Debt Management

Risk Management

Relevant Roles

Legal Counsel

Finance Director

Credit Risk Manager

Relationship Manager

Loan Officer

Treasury Manager

Compliance Officer

Banking Operations Manager

Chief Financial Officer

Risk Management Officer

Transaction Manager

Portfolio Manager

Debt Management Officer

Corporate Banking 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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