Senior Facilities Agreement Template for Hong Kong

The Senior Facilities Agreement is the primary document used in syndicated lending transactions where multiple lenders provide senior debt financing to corporate borrowers. It is particularly suited for the Hong Kong market and commonly used in both domestic and cross-border financing transactions. The agreement comprehensively addresses all aspects of the lending relationship, including detailed provisions for facility utilization, interest calculations, repayment mechanics, and lender protections. It incorporates specific requirements under Hong Kong law and regulatory framework, while following the established conventions of the Asia Pacific Loan Market Association (APLMA). The document is typically used for corporate acquisitions, refinancing existing debt, working capital purposes, or general corporate purposes, and can accommodate multiple tranches of debt with varying terms and conditions.

1. Parties: Identification of the borrower(s), lenders, facility agent, security agent, and other finance parties

2. Background: Brief description of the transaction and its purpose

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

4. The Facilities: Details of the facilities being made available, including types, purpose, and amounts

5. Purpose: Specified purposes for which the facilities may be used

6. Conditions of Utilisation: Conditions precedent and ongoing conditions for drawdown of the facilities

7. Utilisation: Process and requirements for utilising the facilities

8. Repayment: Terms and schedule for repayment of the facilities

9. Prepayment and Cancellation: Voluntary and mandatory prepayment events and cancellation provisions

10. Interest: Interest calculation, periods, payment, and default interest provisions

11. Fees: All fees payable under the facilities

12. Tax Gross-Up and Indemnities: Tax-related provisions and associated indemnities

13. Increased Costs: Provisions dealing with increased costs for lenders due to regulatory changes

14. Representations: Borrower's representations and warranties

15. Information Undertakings: Requirements for financial and other information to be provided to lenders

16. Financial Covenants: Financial maintenance covenants and related definitions

17. General Undertakings: Positive and negative undertakings of the borrower

18. Events of Default: Circumstances constituting default and consequences

19. Changes to Parties: Transfer and assignment provisions

20. The Facility Agent and Security Agent: Roles, responsibilities, and rights of the agents

21. Payment Mechanics: Procedures for making payments under the agreement

22. Set-Off: Rights of set-off for the finance parties

23. Notices: Methods and requirements for giving notices

24. Calculations and Certificates: Provisions regarding calculations and certificates under the agreement

25. Miscellaneous: Various boilerplate provisions

26. Governing Law and Enforcement: Choice of law and jurisdiction provisions