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The Revolving Credit Agreement is a fundamental financing document used when a borrower requires flexible access to funding over an extended period. This type of facility is particularly useful for businesses with cyclical cash flows or varying working capital needs. The agreement, governed by Hong Kong law, establishes the terms under which the borrower can draw down funds multiple times up to an agreed maximum limit, repay, and then re-draw, providing significant flexibility compared to term loans. It includes comprehensive provisions covering facility mechanics, conditions for utilization, interest calculations, security requirements, and compliance obligations. The document must comply with Hong Kong banking regulations and financial services requirements, particularly the Banking Ordinance (Cap. 155) and related regulations.

1. Parties: Identifies and defines the borrower, lender, and other parties to the agreement

2. Background: Sets out the context and purpose of the facility

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

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

5. Conditions Precedent: Specifies conditions that must be satisfied before facility utilization

6. Utilization: Sets out the mechanics for drawing down the facility

7. Repayment and Prepayment: Details repayment terms and prepayment provisions

8. Interest: Specifies interest rates, calculation methods, and payment terms

9. Fees and Expenses: Lists all applicable fees and cost allocation

10. Representations and Warranties: Sets out the borrower's confirmations and continuing obligations

11. Information Undertakings: Specifies ongoing information and reporting requirements

12. General Undertakings: Details the borrower's positive and negative covenants

13. Events of Default: Lists circumstances that trigger default and enforcement rights

14. Changes to Parties: Covers assignment and transfer provisions

15. Administration: Covers operational aspects like payments and calculations

16. Notices: Specifies how formal communications should be made

17. General Provisions: Contains boilerplate clauses including amendments, waivers, severability

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