The Debenture Loan Agreement is a crucial financing document used when companies seek to raise medium to long-term debt capital through the issuance of debentures or bonds. Under German law, this agreement must carefully balance the issuer's financing needs with investor protection requirements mandated by the Schuldverschreibungsgesetz and related regulations. The document typically covers essential elements such as interest rates, repayment terms, security arrangements, and bondholder rights, while incorporating specific German law requirements regarding collective action clauses and bondholder meetings. This type of agreement is particularly valuable for companies seeking to diversify their funding sources beyond traditional bank loans, offering a structured approach to accessing capital markets.

1. Parties: Identification of the issuer and the initial subscribers/bondholders

2. Background: Context of the debenture issuance, including purpose and corporate approvals

3. Definitions and Interpretation: Definitions of terms used throughout the agreement and interpretation rules

4. Issue of Debentures: Terms of issuance, nominal amount, and form of the debentures

5. Status and Ranking: Priority ranking of the debentures and their status as secured/unsecured

6. Interest: Interest rate, calculation methods, payment dates, and default interest provisions

7. Repayment and Redemption: Terms for repayment, early redemption options, and redemption procedures

8. Payments: Payment mechanics, payment dates, and payment calculations

9. Representations and Warranties: Issuer's representations regarding its capacity and authority

10. Covenants: Issuer's ongoing obligations and restrictions

11. Events of Default: Circumstances constituting default and consequences

12. Bondholder Meetings: Procedures for bondholder meetings and collective decisions as per SchVG

13. Transfers and Register: Provisions regarding transfer of debentures and maintenance of holder register

14. Notices: Communication procedures between issuer and bondholders

15. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction