Master Loan Agreement for Germany

Master Loan Agreement Template for Germany

A Master Loan Agreement governed by German law establishes the framework for an ongoing lending relationship between financial institutions and borrowers. This comprehensive agreement sets forth the terms and conditions for multiple loan facilities, including detailed provisions for utilization, interest calculations, repayment terms, and security arrangements. The document complies with German banking regulations and the German Civil Code (BGB), particularly §§ 488-507 governing loan agreements, while incorporating relevant EU banking regulations. It includes specific provisions for representations, warranties, covenants, and events of default, tailored to meet German legal requirements and market practices.

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What is a Master Loan Agreement?

The Master Loan Agreement serves as the primary documentation for establishing a long-term lending relationship between financial institutions and corporate borrowers under German law. This document is particularly useful when parties anticipate multiple loan transactions over time, as it provides a standardized framework that can be efficiently implemented through shorter supplementary documentation. The agreement incorporates all essential elements required under German banking regulations and the German Civil Code, while also addressing practical commercial requirements. The Master Loan Agreement includes comprehensive provisions covering facility terms, conditions precedent, representations, covenants, and events of default, with flexibility to accommodate various types of loan facilities and security structures. It is designed to comply with German regulatory requirements while following international best practices in commercial lending.

What sections should be included in a Master Loan Agreement?

1. Parties: Identification of the lender(s) and borrower(s), including their legal details and addresses

2. Background: Context of the agreement and brief description of the parties' intentions

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

4. The Facilities: Description of the loan facilities, including types, purposes, and overall limits

5. Utilisation: Procedures and conditions for requesting and making loans under the facilities

6. Interest: Interest calculation, periods, rates, and payment provisions

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

8. Conditions Precedent: Documents and conditions required before any utilization

9. Representations and Warranties: Statements of fact and assurances given by the borrower

10. Information Undertakings: Obligations to provide financial and other information

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

12. Events of Default: Circumstances constituting default and their consequences

13. Changes to Parties: Provisions for transfers, assignments, and substitution of parties

14. Administration: Payment mechanics, calculations, and notices

15. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions

16. Miscellaneous: Severability, amendments, counterparts, and other standard provisions

What sections are optional to include in a Master Loan Agreement?

1. Security: Required when the loan is secured, detailing types of security and enforcement rights

2. Guarantees: Include when third-party guarantees are part of the credit support structure

3. Syndication Provisions: Required for syndicated loans, including facility agent and security trustee roles

4. Market Disruption: Include for floating rate facilities to address market disruption events

5. Increased Costs and Tax Gross-Up: Include for cross-border or complex lending structures

6. Accordion Feature: Optional provision allowing for future increase in facility amount

7. Multi-currency Provisions: Include if loans can be drawn in multiple currencies

8. Ranking and Subordination: Required when there are multiple creditors or classes of debt

What schedules should be included in a Master Loan Agreement?

1. Conditions Precedent Documents: List of required documents and conditions for initial and subsequent utilizations

2. Form of Utilisation Request: Standard form for requesting loans under the facilities

3. Form of Transfer Certificate: Template for transferring loan participations

4. Calculation of the Interest Rate: Detailed methodology for interest calculations

5. Repayment Schedule: Schedule of repayment dates and amounts if term loan structure

6. Form of Compliance Certificate: Template for periodic compliance reporting

7. Form of Accession Deed: Template for additional borrowers or guarantors joining the agreement

8. Contact Details: List of authorized contacts and notice details for all parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Germany

Publisher

Genie AI

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Banking & Financial Services

Manufacturing

Real Estate & Construction

Technology & Software

Energy & Utilities

Healthcare & Life Sciences

Retail & Consumer Goods

Infrastructure & Transportation

Telecommunications

Industrial & Engineering

Relevant Teams

Legal

Finance

Treasury

Compliance

Credit Risk

Corporate Banking

Operations

Investment

Regulatory Affairs

Documentation

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Legal Counsel

Corporate Lawyer

Relationship Manager

Credit Risk Manager

Compliance Officer

Banking Executive

Corporate Finance Manager

Financial Controller

Senior Loan Officer

Transaction Manager

Director of Operations

Investment Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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