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The Working Capital Facility Agreement is utilized when a company requires flexible financing to manage its operational cash flow needs under German law. This document is essential for businesses seeking to establish a revolving credit facility with a financial institution to fund their day-to-day operations, including inventory management, accounts receivable, and short-term operational expenses. The agreement, governed by German law and banking regulations, provides detailed terms for facility utilization, repayment obligations, security requirements, and ongoing compliance obligations. It's particularly crucial for companies experiencing seasonal fluctuations in working capital requirements or those seeking to optimize their cash flow management. The document incorporates specific German legal requirements regarding financial services, security interests, and enforcement mechanisms, while ensuring alignment with EU banking regulations and German civil code provisions.

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

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

3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement

4. The Facility: Details of the working capital facility, including type, purpose, and amount

5. Conditions Precedent: Conditions that must be satisfied before drawdown

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

7. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments

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

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

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

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

12. Representations: Borrower's representations and warranties

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

14. Financial Covenants: Financial ratios and tests the borrower must maintain

15. General Undertakings: General operational and business commitments of the borrower

16. Events of Default: Circumstances that trigger default and lender's remedies

17. Changes to Parties: Transfer and assignment provisions

18. Administration: Administrative provisions including calculations and notifications

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

20. Execution: Signature blocks and execution formalities