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The Facilities Agreement is a crucial financing document used when establishing credit facilities between lenders and borrowers under German law. It is particularly relevant for corporate financing, acquisition financing, real estate financing, and general corporate lending purposes. The document details the entire lending relationship, including facility amounts, interest calculations, drawdown mechanics, repayment terms, representations and warranties, covenants, and events of default. Being governed by German law, it must comply with specific requirements of the German Civil Code (BGB), German Banking Act (KWG), and other relevant German banking and security regulations. The Facilities Agreement typically forms part of a larger financing package and may be accompanied by security documents, guarantees, and other ancillary documentation. It is essential for both bilateral and syndicated lending arrangements and can be adapted for various financing structures and purposes.

1. Parties: Identification of the lender(s), borrower(s), guarantor(s) and any other parties

2. Background: Context of the facility and purpose of the agreement

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

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

5. Conditions Precedent: Conditions to be satisfied before drawdown

6. Utilisation: Mechanics and process for drawing down the facility

7. Repayment: Terms and schedule for repayment of the facility

8. Prepayment and Cancellation: Voluntary and mandatory prepayment provisions

9. Interest: Interest calculation, periods, and payment provisions

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

11. Tax Gross Up and Indemnities: Tax provisions and related indemnities

12. Increased Costs: Provisions for dealing with changes in costs due to regulatory changes

13. Representations: Borrower's representations and warranties

14. Information Undertakings: Obligations to provide financial and other information

15. Financial Covenants: Financial maintenance covenants and calculations

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

17. Events of Default: Circumstances constituting default and consequences

18. Changes to Parties: Transfer and assignment provisions

19. Payment Mechanics: Administrative provisions for payments

20. Set-off: Rights of set-off under German law

21. Notices: Communication procedures and contact details

22. Calculations and Certificates: Administrative provisions for calculations

23. Partial Invalidity: Severability provisions under German law

24. Remedies and Waivers: Rights and waivers provisions

25. Amendments and Waivers: Procedures for modifications to the agreement

26. Governing Law: German law as governing law and interpretation principles

27. Enforcement: Jurisdiction and enforcement provisions