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The Loan Facility Agreement serves as the primary documentation for debt financing arrangements under German law, typically used for corporate lending, project finance, or acquisition financing. It establishes the legal framework for the lending relationship, incorporating requirements from the German Civil Code (BGB) and Banking Act (KWG), while addressing specific commercial terms agreed between the parties. The document details the facility amount, purpose, drawdown mechanics, interest calculations, repayment terms, security structure, and covenant package. It's particularly crucial for ensuring compliance with German regulatory requirements while facilitating efficient loan administration and risk management throughout the facility's lifetime.

1. Parties: Identification of the lender(s), borrower(s), and any other parties (e.g., guarantors, security agents)

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

3. Definitions and Interpretation: Definitions of terms used throughout the agreement and interpretation rules

4. The Facility: Core terms of the facility including amount, purpose, and availability period

5. Conditions Precedent: Conditions that must be satisfied before drawdown

6. Drawdown: Procedures and requirements for utilizing the facility

7. Interest: Interest rate provisions, calculation periods, and payment dates

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

9. Prepayment: Voluntary and mandatory prepayment provisions

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

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

12. Representations: Borrower's representations and warranties

13. Information Undertakings: Borrower's obligations to provide financial and other information

14. Financial Covenants: Financial ratios and tests the borrower must maintain

15. General Undertakings: Borrower's general operational and business commitments

16. Events of Default: Circumstances constituting default and consequences

17. Changes to Parties: Transfer and assignment provisions

18. Payment Mechanics: Administrative provisions for payments

19. Notices: Communication procedures between parties

20. Miscellaneous: Various standard provisions including severability and amendments

21. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions