Rollover Loan Agreement Template for Hong Kong

The Rollover Loan Agreement is a specialized lending document used when parties wish to establish a facility where loans can be continually renewed or 'rolled over' for subsequent periods without the need for new documentation. This type of agreement is particularly common in Hong Kong's dynamic financial market, where businesses require flexible financing solutions. The document incorporates specific provisions required under Hong Kong law and regulatory framework, including compliance with the Banking Ordinance and Money Lenders Ordinance. It is typically used for working capital financing, trade finance, or other recurring funding needs where borrowers require ongoing access to credit. The agreement includes detailed mechanics for rollovers, interest rate setting, conditions for renewals, and appropriate risk management provisions for both lenders and borrowers.

1. Parties: Identifies the lender(s) and borrower(s) with their full legal names and addresses

2. Background: Sets out the context of the loan facility and the parties' intention to enter into a rollover arrangement

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

4. The Facility: Details the nature, purpose, and amount of the rollover facility

5. Rollover Mechanics: Specifies the procedures, conditions, and timing for rollovers

6. Interest and Fees: Sets out interest calculation methods, rates, periods, and applicable fees

7. Repayment Terms: Details repayment obligations, scheduling, and prepayment provisions

8. Conditions Precedent: Lists conditions that must be satisfied before drawdown and rollovers

9. Representations and Warranties: Contains standard and specific representations made by the borrower

10. Covenants: Sets out positive and negative obligations of the borrower during the loan term

11. Events of Default: Lists circumstances that constitute default and their consequences

12. Changes to Parties: Addresses assignment and transfer provisions

13. Payments and Calculations: Details payment mechanics, business days, and calculation conventions

14. Notices: Specifies how formal communications between parties should be made

15. General Provisions: Contains boilerplate clauses including severability, amendments, and counterparts

16. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes