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The Term Facility Agreement is used when a borrower requires term loan financing under Danish law, typically for specific business purposes such as acquisitions, capital expenditure, or refinancing existing debt. This document type is essential for both bilateral and syndicated lending arrangements, providing a comprehensive framework that addresses all aspects of the lending relationship. The agreement must comply with Danish regulatory requirements, including the Danish Financial Business Act, Danish Contracts Act, and Danish Interest Act. It includes detailed provisions on facility terms, drawdown mechanics, repayment schedules, security arrangements (if applicable), and events of default. The Term Facility Agreement also incorporates specific Danish law concepts and requirements regarding enforcement, security interests, and regulatory compliance, making it distinct from similar agreements under other jurisdictions.

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

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

3. Definitions and Interpretation: Defined terms, rules of interpretation, and Danish law-specific definitions

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

5. Conditions Precedent: Documents and conditions required before utilization

6. Utilization: Process and requirements for drawing down the facility

7. Repayment: Terms of repayment including scheduled repayments

8. Prepayment and Cancellation: Voluntary and mandatory prepayment provisions

9. Interest: Interest calculation, periods, and payment provisions in accordance with Danish Interest Act

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

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

12. Increased Costs: Provisions for changes in law or regulations affecting lender's costs

13. Representations: Borrower's representations and warranties

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

15. General Undertakings: Positive and negative covenants

16. Events of Default: Default triggers and consequences

17. Changes to Parties: Transfer and assignment provisions

18. Administration: Payment mechanics and administrative provisions

19. Notices: Communication methods and contact details

20. Calculations and Certificates: Basis for calculations and form of certificates

21. Governing Law and Enforcement: Danish law as governing law and enforcement provisions