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The Syndicated Loan Agreement is a fundamental document used in large-scale financing transactions where multiple lenders collectively provide a loan facility to a borrower. This agreement, governed by Hong Kong law, is particularly relevant for significant corporate financing, project finance, or acquisition financing where the loan amount necessitates participation from multiple financial institutions. The document comprehensively addresses all aspects of the lending arrangement, including facility terms, conditions precedent, representations and warranties, covenants, and events of default. It incorporates specific requirements under Hong Kong banking regulations and financial legislation, making it suitable for transactions involving Hong Kong-based parties or assets. The agreement also establishes the administrative framework for the facility, defining the roles of the facility agent and other parties, and setting out procedures for syndicate decision-making, payments, and communications.

1. Parties: Identifies all parties to the agreement including Borrower, Arranger(s), Agent(s), and Original Lenders

2. Background: Recitals explaining the context and purpose of the facility

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

4. The Facilities: Details of the loan facilities, including type, purpose, and commitment amounts

5. Purpose: Permitted uses of the loan proceeds and any restrictions

6. Conditions of Utilization: Conditions precedent and subsequent for drawdown

7. Utilization: Procedures and requirements for drawing down the loan

8. Repayment: Repayment terms, schedules, and prepayment provisions

9. Interest: Interest calculation, periods, rates, and payment terms

10. Fees: All fees payable under the facility including arrangement, commitment, and agency fees

11. Tax Gross Up and Indemnities: Tax-related provisions and indemnification obligations

12. Changes in Circumstances: Market disruption, increased costs, and illegality provisions

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

14. Information Undertakings: Financial and other information to be provided by the Borrower

15. Financial Covenants: Financial ratios and tests to be maintained

16. General Undertakings: Positive and negative covenants of the Borrower

17. Events of Default: Circumstances constituting default and consequences

18. Changes to the Parties: Transfer and assignment provisions

19. The Administrative Parties: Roles and responsibilities of the Agent and Arranger

20. Payment Mechanics: Payment procedures, currency, and set-off rights

21. Sharing Among the Finance Parties: Provisions for sharing payments received

22. Notices: Communication methods and contact details

23. Calculations and Certificates: Basis for calculations and evidence of amounts due

24. Remedies and Waivers: Rights and remedies of the Finance Parties

25. Amendments and Waivers: Procedures for modifying the agreement

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