tiktok³ÉÈË°æ

The Senior Facilities Agreement is the primary documentation for senior secured lending transactions in Germany, typically used for corporate financing, acquisitions, or refinancing purposes. It provides a comprehensive framework for multiple credit facilities, including term loans and revolving credit facilities, while incorporating specific German law requirements for security interests, banking regulations, and insolvency provisions. The document addresses various aspects including facility terms, conditions precedent, representations, covenants, events of default, and administrative provisions. It is designed to comply with German banking laws and regulatory requirements while following international financing practices, particularly in areas of security creation and enforcement. The agreement is crucial for establishing the relationship between borrowers and lenders and ensuring proper risk allocation in significant financing transactions.

1. Parties: Identification of the borrower(s), lender(s), agent(s), and security trustee

2. Background: Context of the financing and basic transaction structure

3. Definitions and Interpretation: Comprehensive definitions section and rules of interpretation

4. The Facilities: Details of each facility, commitments, and purpose

5. Conditions of Utilisation: Conditions precedent and utilisation mechanics

6. Utilisation: Process and requirements for drawing down the facilities

7. Repayment: Repayment terms, schedules, and prepayment provisions

8. Prepayment and Cancellation: Voluntary and mandatory prepayment events and mechanics

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

10. Fees: Commitment fees, arrangement fees, and other fee provisions

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

12. Increased Costs: Provisions for dealing with changes affecting lenders' costs

13. Representations: Borrower representations and warranties

14. Information Undertakings: Financial and other information delivery requirements

15. Financial Covenants: Financial maintenance covenants and related definitions

16. General Undertakings: Positive and negative covenants

17. Events of Default: Default triggers and consequences

18. Changes to the Parties: Transfer and assignment provisions

19. The Agent and the Lenders: Role and responsibilities of the facility agent

20. Payment Mechanics: Payment provisions, calculations, and set-off rights

21. Set-Off: Rights of set-off and related provisions

22. Notices: Communication methods and requirements

23. Calculations and Certificates: Basis for calculations and evidence

24. Partial Invalidity: Severability provisions

25. Remedies and Waivers: Rights and waivers provisions

26. Amendments and Waivers: Process for modifications to the agreement

27. Governing Law: German law as governing law

28. Enforcement: Jurisdiction and enforcement provisions