Omnibus Loan And Security Agreement Template for Hong Kong

The Omnibus Loan And Security Agreement is a sophisticated financing document used in Hong Kong when parties wish to establish multiple credit facilities and security arrangements under a single, comprehensive agreement. It is particularly useful for complex financing transactions where a borrower requires various types of credit facilities (such as term loans, revolving facilities, or letter of credit facilities) and provides multiple forms of security. The document consolidates what would otherwise be separate facility and security agreements, streamlining documentation and ensuring consistency across all arrangements. This approach is especially valuable in Hong Kong's dynamic financial market, where cross-border transactions and sophisticated financing structures are common. The agreement must comply with Hong Kong's Companies Ordinance, Banking Ordinance, and other relevant regulations regarding security registration and enforcement.

1. Parties: Identification of the lender(s), borrower(s), and any guarantors or security providers

2. Background: Context of the agreement, relationship between parties, and purpose of the facilities

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

4. The Facilities: Details of all loan facilities, including types, purposes, amounts, and availability periods

5. Conditions Precedent: Conditions that must be satisfied before any utilization of the facilities

6. Utilization: Procedures and requirements for drawing down the facilities

7. Interest: Interest rates, calculation methods, payment periods, and default interest provisions

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

9. Security: Creation and terms of all security interests, cross-collateralization provisions

10. Representations and Warranties: Standard and transaction-specific representations and warranties

11. Covenants: Positive and negative covenants applicable to the borrower and security providers

12. Events of Default: Circumstances constituting default and consequences

13. Enforcement: Rights and remedies upon default, including enforcement of security

14. Payments: Payment mechanics, currency provisions, and tax gross-up obligations

15. Changes to Parties: Transfer and assignment provisions

16. Administration: Administrative provisions including notices and calculations

17. Governing Law and Jurisdiction: Choice of Hong Kong law and jurisdiction provisions