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The Term Loan Credit Agreement under German law is a fundamental financing document used when a borrower requires a fixed-term loan with a specified repayment schedule. It is particularly suitable for corporate financing, acquisition financing, or project financing where the borrower needs certainty of funds for a defined period. The agreement must comply with German regulatory requirements, including the German Banking Act (KWG) and Civil Code (BGB), while often incorporating international lending practices. It typically includes detailed provisions on loan mechanics, representations, covenants, and events of default, with specific German law considerations regarding security interests, enforcement, and regulatory compliance. The document is essential for both bilateral and syndicated lending arrangements, providing a comprehensive framework for the lending relationship while ensuring enforceability under German law.

1. Parties: Identification of the borrower, lender(s), and any agents

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

3. Definitions and Interpretation: Defined terms, construction rules, and German law-specific interpretations

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

5. Conditions Precedent: Documents and conditions required before drawdown

6. Utilisation: Process and requirements for drawing the loan

7. Repayment: Terms of repayment including scheduled amortization

8. Prepayment and Cancellation: Voluntary and mandatory prepayment provisions

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

10. Fees: All applicable fees including arrangement and commitment fees

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

12. Increased Costs: Provisions for changes in law or regulatory requirements

13. Representations: Borrower's representations and warranties

14. Information Undertakings: Financial and other information obligations

15. General Undertakings: Positive and negative covenants

16. Events of Default: Default triggers and consequences

17. Changes to the Parties: Transfer and assignment provisions

18. Payment Mechanics: Payment procedures and calculations

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

20. Notices: Communication requirements and methods

21. Calculations and Certificates: Administrative provisions for calculations

22. Partial Invalidity: Severability provisions

23. Remedies and Waivers: Rights and waivers provisions

24. Amendments and Waivers: Process for modifying the agreement

25. Governing Law: German law as governing law

26. Enforcement: Jurisdiction and enforcement provisions