Master Credit Agreement Template for Hong Kong

The Master Credit Agreement serves as the foundational document for establishing and governing credit relationships between financial institutions and borrowers in Hong Kong. It is typically used when parties anticipate multiple credit facilities or ongoing lending relationships, providing a streamlined approach by setting out common terms that apply to all facilities while allowing specific terms to be documented in supplemental facility agreements. The agreement incorporates Hong Kong regulatory requirements, including those under the Banking Ordinance and Money Lenders Ordinance, and follows Hong Kong market practice. It contains comprehensive provisions covering facility mechanics, conditions precedent, representations, covenants, and events of default, while maintaining flexibility to accommodate various types of credit facilities and borrower-specific requirements. This document is particularly useful for corporate lending relationships where multiple facilities may be required over time, avoiding the need to negotiate common terms repeatedly.

1. Parties: Identification of the lender and borrower, including their registered addresses and company details

2. Background: Recitals explaining the purpose of the agreement and relationship between the parties

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. The Facilities: Description of the types of credit facilities available and their basic terms

5. Purpose: Permitted uses of the credit facilities and any restrictions on use

6. Conditions Precedent: Conditions that must be satisfied before utilization of any facility

7. Utilization: Procedures and requirements for drawing down under the facilities

8. Interest: Interest calculation, periods, payment dates, and default interest provisions

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

10. Fees and Expenses: All applicable fees, costs, and expenses payable under the agreement

11. Tax Gross-up and Indemnities: Tax-related provisions and associated indemnities

12. Representations and Warranties: Standard representations and warranties given by the borrower

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

14. General Undertakings: Positive and negative covenants applicable to the borrower

15. Events of Default: Circumstances constituting default and their consequences

16. Changes to Parties: Provisions regarding assignments, transfers, and substitution of parties

17. Administration: Payment mechanics, calculations, and notices

18. Governing Law and Enforcement: Choice of law, jurisdiction, and enforcement provisions