Amended And Restated Loan Agreement Template for Germany

The Amended And Restated Loan Agreement is utilized when substantial changes to an existing loan agreement are required, but parties wish to maintain the continuity of the lending relationship rather than creating an entirely new agreement. This document type is particularly relevant in the German market where loan restructuring, refinancing, or significant modifications to existing credit terms are needed. It combines the original loan terms with all subsequent amendments and new provisions into a single, coherent document, ensuring compliance with German banking regulations and civil law requirements (BGB and KWG). Common scenarios for its use include modification of financial covenants, extension of maturity dates, adjustment of interest rates, changes in security structure, or accommodation of additional borrowing requirements. The agreement must carefully address both the continuation of existing security interests and the implementation of new terms while maintaining legal certainty under German law.

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

2. Background: Recitals explaining the original agreement, reason for amendment and restatement, and confirmation that this agreement supersedes the original

3. Definitions and Interpretation: Definitions of terms used in the agreement, including both original and new terms, and rules of interpretation

4. Amendment and Restatement: Explicit provisions regarding how this agreement amends and restates the original agreement, including effective date

5. The Facility: Details of the loan facility including amount, purpose, and any modifications to the original terms

6. Conditions Precedent: Conditions that must be satisfied before the amended agreement becomes effective

7. Repayment and Prepayment: Terms for regular repayment and any voluntary or mandatory prepayment provisions

8. Interest: Interest calculation, payment dates, default interest, and any changes to original interest provisions

9. Fees: All applicable fees including amendment fees, commitment fees, and other charges

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

11. Representations and Warranties: Updated representations and warranties of the borrower

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

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

14. Events of Default: Circumstances constituting default and consequences

15. Changes to Parties: Provisions for assignments and transfers

16. Administration: Administrative provisions including notices and calculations

17. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

18. Execution: Signature blocks and execution requirements