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Common Terms Agreement Template for Germany

A Common Terms Agreement under German law (governed by the B眉rgerliches Gesetzbuch and related legislation) serves as the primary document in syndicated lending arrangements, establishing the fundamental terms and conditions that apply across all related facility agreements. This document incorporates specific German legal requirements while maintaining compatibility with international banking practices, covering crucial aspects such as representations, warranties, covenants, events of default, and administrative provisions. It creates a unified framework for multiple lenders and facility types, ensuring consistent terms across the financing structure while complying with German regulatory requirements and banking standards.

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What is a Common Terms Agreement?

The Common Terms Agreement (CTA) is a fundamental document used in complex financing arrangements under German law where multiple lenders and various types of debt facilities are involved. It establishes a single set of terms that apply across all facility agreements, including representations, warranties, covenants, events of default, and administrative provisions. This document is particularly crucial in syndicated lending scenarios where consistency across different facilities and lenders is essential. The CTA must comply with German legal requirements, particularly the B眉rgerliches Gesetzbuch (BGB) and German banking regulations, while also accommodating international banking practices. It typically works in conjunction with specific facility agreements, security documents, and intercreditor arrangements to create a comprehensive financing structure. The document is designed to streamline documentation and ensure uniform application of key terms across all aspects of the financing.

What sections should be included in a Common Terms Agreement?

1. Parties: Identification of all parties to the agreement, including borrowers, guarantors, and finance parties

2. Background: Context of the transaction and purpose of the facilities

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

4. The Facilities: Core terms of the facilities, including amounts, purpose, and conditions

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

6. Utilization: Procedures and requirements for drawing down the facilities

7. Repayment: Terms and schedule for repayment of the facilities

8. Prepayment and Cancellation: Voluntary and mandatory prepayment provisions

9. Interest: Interest calculation, periods, and payment provisions

10. Fees: All fees payable under the agreement

11. Tax Gross Up and Indemnities: Tax-related provisions and indemnities

12. Increased Costs: Provisions for dealing with changes in costs due to regulatory changes

13. Representations and Warranties: Standard representations and warranties given by obligors

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

15. Financial Covenants: Financial maintenance covenants and related definitions

16. General Undertakings: General positive and negative covenants

17. Events of Default: Circumstances constituting default and consequences

18. Changes to Parties: Transfer and assignment provisions

19. Administration: Administrative provisions including payment mechanics

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

What sections are optional to include in a Common Terms Agreement?

1. Security: Security structure and principles - required if the facilities are secured

2. Guarantee: Guarantee provisions - required if there are guarantors

3. Subordination: Required if there is structural subordination of certain creditors

4. Intercreditor Provisions: Required if there are multiple classes of creditors

5. Currency Provisions: Required for multi-currency facilities

6. Break Costs: Required if break costs are to be charged on prepayments

7. Market Disruption: Required for EURIBOR-based facilities

8. Sustainability-Linked Provisions: Required for sustainability-linked loans

9. Sanctions Provisions: Required where relevant due to parties' jurisdictions

What schedules should be included in a Common Terms Agreement?

1. Schedule 1 - Original Parties: List of all original lenders, borrowers, and guarantors

2. Schedule 2 - Conditions Precedent: Detailed list of required conditions precedent documents

3. Schedule 3 - Utilization Request: Form of utilization request

4. Schedule 4 - Form of Transfer Certificate: Template for transfers between lenders

5. Schedule 5 - Form of Compliance Certificate: Template for periodic compliance certification

6. Schedule 6 - Financial Covenant Calculations: Detailed calculations for financial covenants

7. Schedule 7 - Form of Accession Deed: Template for new parties joining the agreement

8. Schedule 8 - Group Structure Chart: Corporate structure of the borrower group

9. Schedule 9 - Security Documents: List and forms of security documents

10. Schedule 10 - Bank Accounts: Details of designated bank accounts

Authors

Alex Denne

Advisor @ GenieAI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Germany

Publisher

GenieAI

Document Type

Agreement Contract

Cost

Free to use

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