The Loan Syndication Agreement is a crucial document used when a borrower requires a large loan that exceeds the risk appetite or lending capacity of a single bank, necessitating the formation of a lending syndicate. This agreement, governed by German law, establishes the comprehensive framework for the lending relationship, including facility terms, security arrangements, and syndicate management. It incorporates specific German legal requirements, particularly from the BGB and KWG, and is typically used for large corporate financings, project finance, acquisition finance, or major capital expenditure programs. The document details the roles and responsibilities of all parties, including the facility agent who administers the loan on behalf of the syndicate, and includes mechanisms for syndicate decision-making, loan participation transfers, and the handling of payment flows.

1. Parties: Identification of borrower(s), original lenders, facility agent, and security trustee

2. Background: Context of the loan syndication, purpose of the facility, and basic transaction structure

3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and interpretation rules

4. The Facilities: Details of loan facilities, purpose, and commitment amounts

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

6. Utilization: Process and requirements for drawing down the loan facilities

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

8. Interest and Fees: Interest calculation, payment periods, default interest, and fee structures

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

10. Changes in Circumstances: Market disruption, increased costs, and illegality provisions

11. Representations and Warranties: Borrower's representations and warranties

12. Information Undertakings: Financial and other information to be provided by the borrower

13. Financial Covenants: Financial maintenance covenants and related definitions

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

15. Events of Default: Default triggers and consequences

16. Role of the Agent and Security Trustee: Rights, duties, and responsibilities of the facility agent and security trustee

17. Administration: Payment mechanics, set-off, and pro rata sharing

18. Changes to Parties: Transfer and assignment provisions, replacement of lenders

19. Notices: Communication procedures and contact details

20. Miscellaneous: Standard boilerplate provisions

21. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions