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The Revolving Credit Agreement is a crucial financing document used when businesses require flexible access to funding for working capital, general corporate purposes, or specific business needs. It establishes a maximum borrowing limit under German law, allowing the borrower to draw down funds multiple times, make repayments, and re-borrow during the facility period. The agreement incorporates specific German law requirements under the BGB and KWG, including mandatory form requirements, interest rate provisions, and consumer protection provisions where applicable. It is commonly used by both large corporations and SMEs, and can be structured as either a bilateral or syndicated facility. The document includes comprehensive provisions on facility mechanics, conditions precedent, representations, covenants, and events of default, all aligned with German market practice and regulatory requirements.

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

2. Background: Context of the agreement and brief description of the revolving credit facility

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

4. The Facility: Details of the revolving credit facility, including amount, purpose, and availability period

5. Conditions Precedent: Conditions that must be satisfied before initial utilization and subsequent drawings

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

7. Repayment and Prepayment: Terms for regular repayment and voluntary/mandatory prepayment

8. Interest: Interest calculation, periods, payment dates, and default interest

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

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

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

12. Representations: Borrower's representations and warranties

13. Information Undertakings: Requirements for financial and other information to be provided to the lender

14. General Undertakings: Positive and negative covenants of the borrower

15. Events of Default: Circumstances constituting default and consequences

16. Changes to Parties: Rules for assignments, transfers, and changes in lending structure

17. Payment Mechanics: Payment procedures, currency provisions, and set-off rights

18. Notices: Communication methods and contact details

19. Calculations and Certificates: Rules for calculations and evidential value of certificates

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