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Arbitration Loan Agreement
Need to draft an Arbitration Loan Agreement under German law for a €5 million corporate loan between a Frankfurt-based lender and a French manufacturing company, with ICC arbitration in Munich and drawdown scheduled for March 2025.
1. Parties: Identification of the lender(s) and borrower(s) with full legal names and addresses
2. Background: Context of the loan agreement and purpose of the facility
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including German legal terms
4. The Facility: Details of the loan amount, purpose, and drawdown conditions
5. Interest: Interest rate provisions, calculation methods, and payment terms
6. Repayment and Prepayment: Loan repayment schedule, prepayment terms, and related conditions
7. Representations and Warranties: Borrower's representations and warranties under German law
8. Information Undertakings: Borrower's obligations to provide financial and other information
9. General Undertakings: Borrower's general covenants and obligations
10. Events of Default: Circumstances constituting default and consequences
11. Arbitration: Detailed arbitration provisions including seat, rules, number of arbitrators, and language
12. Governing Law: German law as governing law and related jurisdictional provisions
13. Notices: Communication methods and contact details for formal notices
14. Execution: Signature blocks and execution requirements under German law
1. Security: Include when the loan is secured by collateral or guarantees
2. Agent Provisions: Required for syndicated loans with multiple lenders
3. Account Bank Provisions: Include when specific bank account arrangements are required
4. Tax Gross-Up and Indemnities: Detailed tax provisions for cross-border transactions
5. Increased Costs: Protection for lenders against regulatory changes, important for longer-term loans
6. Currency Provisions: Required for multi-currency facilities or cross-border transactions
7. Assignment and Transfer: Include detailed transfer provisions for transferable facilities
8. Parallel Debt: Required when security trustee structure is used under German law
1. Schedule 1 - Form of Drawdown Request: Standard form for requesting loan disbursements
2. Schedule 2 - Conditions Precedent: List of required documents and conditions before drawdown
3. Schedule 3 - Repayment Schedule: Detailed amortization schedule if applicable
4. Schedule 4 - Form of Transfer Certificate: Standard form for loan transfers if transferability is included
5. Schedule 5 - Form of Compliance Certificate: Template for periodic compliance reporting
6. Appendix A - Calculation of Interest Rate: Detailed interest calculation methodology
7. Appendix B - Security Documentation: Forms and details of any security arrangements
8. Appendix C - Arbitration Rules Reference: Specific arbitration rules and procedures to be followed
Authors
Additional Lender
Affiliate
Agreement
Applicable Margin
Arbitral Tribunal
Arbitration Institution
Arbitration Rules
Assignment Agreement
Authorisation
Available Commitment
Available Facility
Banking Day
Base Rate
Borrower
Break Costs
Business Day
Calculation Period
Commitment
Compliance Certificate
Confidential Information
Default
Default Interest
Disruption Event
Drawdown Date
Drawdown Request
Event of Default
Facility
Facility Agent
Facility Office
Fee Letter
Finance Document
Finance Party
Financial Indebtedness
Financial Statements
German GAAP
Group
Guarantee
Guarantor
IFRS
Increased Costs
Interest Payment Date
Interest Period
Interest Rate
Lender
Loan
Major Default
Margin
Material Adverse Effect
Original Financial Statements
Original Jurisdiction
Original Lender
Parallel Debt
Parties
Payment Date
Permitted Security
Principal Outstanding
Process Agent
Quarter Date
Quotation Day
Reference Banks
Repayment Date
Repayment Schedule
Repeating Representations
Security
Security Agent
Security Document
Security Interest
Security Period
Security Provider
Security Trustee
Signing Date
Subsidiary
Tax
Total Commitments
Transfer Certificate
Transfer Date
Utilisation
VAT
Interest Rate
Repayment
Prepayment
Security
Representations and Warranties
Covenants
Events of Default
Arbitration
Governing Law
Confidentiality
Assignment and Transfer
Notice
Force Majeure
Indemnification
Tax
Costs and Expenses
Information Undertakings
Financial Covenants
Currency Provisions
Set-off
Agency Provisions
Severability
Amendments and Waivers
Parallel Debt
Entire Agreement
Counterparts
Third Party Rights
Data Protection
Anti-Money Laundering
Sanctions Compliance
Account Bank Provisions
Security Trust Provisions
Process Agent
Banking and Financial Services
Manufacturing
Real Estate and Construction
Energy and Utilities
Infrastructure
Technology and Telecommunications
Healthcare
Transportation and Logistics
Industrial Production
Commercial Real Estate
Renewable Energy
Mining and Natural Resources
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Secretariat
Credit
Investment
Operations
Transaction Management
Banking
International Business
Chief Legal Officer
General Counsel
Legal Director
Finance Director
Chief Financial Officer
Treasury Manager
Corporate Lawyer
Banking Lawyer
Senior Legal Counsel
Finance Manager
Risk Manager
Compliance Officer
Corporate Secretary
Investment Manager
Credit Officer
Transaction Manager
Legal Operations Manager
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