Revolving Credit Facility Agreement Template for Hong Kong

The Revolving Credit Facility Agreement is a fundamental financing document used when a borrower requires flexible access to funding over an extended period. This agreement, governed by Hong Kong law, enables borrowers to draw down, repay, and reborrow funds multiple times within a specified facility limit and term. It is particularly suitable for companies with varying working capital needs or those requiring funding flexibility for general corporate purposes. The document incorporates Hong Kong regulatory requirements, including those under the Banking Ordinance and Companies Ordinance, and typically follows Asia Pacific Loan Market Association (APLMA) recommended provisions. It contains comprehensive provisions covering facility mechanics, conditions precedent, representations, covenants, and events of default, making it suitable for both bilateral and syndicated lending arrangements in the Hong Kong market.

1. Parties: Identification of the borrower, lender(s), facility agent and security agent (if applicable)

2. Background: Brief context of the facility arrangement and purpose

3. Definitions and Interpretation: Comprehensive definitions of terms used and interpretation principles

4. The Facility: Details of the revolving credit facility, including amount, purpose, and revolving mechanics

5. Conditions Precedent: Conditions to be satisfied before initial utilization and subsequent drawdowns

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

7. Repayment and Prepayment: Terms for regular repayments and voluntary/mandatory prepayment provisions

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

9. Fees: Commitment fees, arrangement fees, and other applicable fees

10. Tax Gross Up and Indemnities: Tax provisions and related indemnification obligations

11. Increased Costs: Provisions dealing with changes in law or regulations affecting lenders' costs

12. Representations and Warranties: Borrower's representations and warranties

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

14. Financial Covenants: Financial ratios and other financial requirements to be maintained

15. General Undertakings: Borrower's positive and negative covenants

16. Events of Default: Circumstances constituting default and consequences

17. Changes to Parties: Provisions for transfers, assignments, and changes in lending syndicate

18. Administration: Role and duties of facility agent and payment mechanics

19. Notices: Communication requirements and contact details

20. Calculations and Certificates: Basis for financial calculations and form of certificates

21. Enforcement: Rights and remedies upon default

22. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction provisions