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The Term Loan Agreement is a crucial financing document used when a borrower requires a fixed-term loan facility from a lender, typically for specific business purposes such as capital expenditure, acquisitions, or general corporate purposes. This agreement, governed by Danish law, establishes the comprehensive framework for the lending relationship, including detailed provisions on loan disbursement, interest calculation, repayment terms, security arrangements (if applicable), and the parties' respective rights and obligations. The document ensures compliance with Danish financial regulations, including the Danish Financial Business Act and relevant EU directives, while incorporating market-standard provisions commonly used in Nordic financial transactions. It serves as the primary contractual document governing the term loan relationship and provides legal certainty for all parties involved in the financing arrangement.

1. Parties: Identification of the lender(s) and borrower(s) with full legal names and registration details

2. Background: Brief context of the loan arrangement and purpose

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

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

5. Conditions Precedent: Conditions that must be satisfied before the loan can be drawn

6. Drawdown: Procedures and requirements for requesting and making loan disbursements

7. Interest: Interest rate, calculation methods, and payment provisions

8. Repayment and Prepayment: Terms for scheduled repayment and voluntary/mandatory prepayment

9. Fees: All applicable fees including arrangement, commitment, and prepayment fees

10. Tax Gross Up and Indemnities: Provisions for tax-related payments and indemnifications

11. Representations and Warranties: Borrower's confirmations regarding its status and capacity

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

13. General Undertakings: Borrower's general operational and financial covenants

14. Events of Default: Circumstances constituting default and consequences

15. Changes to Parties: Rules for assignment and transfer of rights and obligations

16. Payment Mechanics: Technical provisions regarding payments and calculations

17. Notices: Communication methods and contact details

18. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction