Syndicated Credit Agreement Template for Germany

The Syndicated Credit Agreement is utilized when a borrower requires substantial financing that exceeds the capacity or risk appetite of a single lender. This agreement, governed by German law, creates a structured framework for multiple financial institutions to participate in providing credit facilities while sharing the risk. It is particularly relevant for large corporate financings, acquisition finance, project finance, and general corporate purposes where significant capital is required. The document comprehensively addresses facility mechanics, lender protections, borrower obligations, and the administration of the facility through a designated agent. It incorporates specific German law requirements, including those arising from the German Civil Code (BGB), Banking Act (KWG), and other relevant legislation. The agreement typically supports facilities ranging from several hundred million to billions of euros and can accommodate both term loans and revolving credit facilities.

1. Parties: Identifies the borrower(s), original lenders, facility agent, and any other key parties

2. Background: Brief context of the transaction and purpose of the facility

3. Definitions and Interpretation: Comprehensive definitions of terms and interpretation principles

4. The Facilities: Details of the credit facilities, including types, amounts, and purpose

5. Utilisation: Conditions and mechanics for drawing down the facilities

6. Repayment: Terms for repayment of the facilities

7. Prepayment and Cancellation: Voluntary and mandatory prepayment events and cancellation rights

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

9. Fees: All applicable fees including arrangement, commitment, and agency 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: Requirements for financial and other information delivery

14. Financial Covenants: Financial maintenance covenants and related definitions

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

16. Events of Default: Circumstances constituting default and consequences

17. Changes to the Parties: Transfer and assignment provisions

18. The Facility Agent: Role, rights, and duties of the facility agent

19. Payment Mechanics: Administrative provisions for payments

20. Set-off: Rights of set-off and related provisions

21. Notices: Communication methods and contact details

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

23. Amendments and Waivers: Procedures for modifications to the agreement

24. Governing Law and Enforcement: Choice of law and jurisdiction provisions