The Working Capital Loan Agreement is a critical financing instrument used when businesses require funding for their day-to-day operations, inventory management, or short-term liquidity needs. This German law-governed agreement is designed to comply with the requirements of the German Civil Code (BGB), German Banking Act (KWG), and related banking regulations. It details the lending arrangement between a financial institution and a borrower, including facility amount, drawdown mechanisms, repayment terms, security arrangements, and covenants. The document is particularly important for businesses seeking to maintain optimal working capital levels while ensuring compliance with German banking and regulatory requirements. It includes specific provisions for interest calculation, security arrangements, and reporting requirements as mandated by German law.

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

2. Background: Context of the working capital facility and purpose of the loan

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

4. The Facility: Details of the working capital facility including amount, purpose, and availability period

5. Conditions Precedent: Conditions that must be satisfied before the facility becomes available

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

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

8. Interest: Interest rate, calculation methods, and payment dates

9. Fees: All applicable fees including arrangement, commitment, and processing fees

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

11. Representations and Warranties: Borrower's confirmations about their legal and financial status

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

13. General Undertakings: Borrower's general operational and financial covenants

14. Events of Default: Circumstances that constitute default and their consequences

15. Changes to Parties: Rules for assignment and transfer of rights and obligations

16. Payment Mechanics: Details of payment procedures and calculations

17. Notices: Communication methods and contact details

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