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The Term Loan Facility Agreement is a crucial financing document used when a borrower requires a fixed-term loan for specific business purposes such as acquisitions, capital expenditure, or refinancing existing debt. This agreement, governed by Danish law, provides a detailed framework for the lending relationship, including all essential terms such as facility amount, interest rates, repayment schedule, and security structure. It incorporates specific Danish legal requirements and market practices, ensuring compliance with local banking regulations and EU directives. The document is typically used for corporate lending transactions in Denmark, whether for single-lender facilities or syndicated loans, and can be adapted for various business sectors and financing needs. The agreement includes comprehensive provisions for both parties' protection, including detailed conditions precedent, representations and warranties, covenants, and enforcement mechanisms, all structured to be enforceable under Danish law.

1. Parties: Identification of the lender(s), borrower(s), and any other parties to the agreement

2. Background: Context of the loan facility and brief description of the transaction

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

4. The Facility: Description of the loan facility, amount, purpose, and availability period

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

6. Drawdown: Procedures and requirements for utilizing the loan facility

7. Interest: Interest rate, calculation periods, and payment provisions

8. Repayment: Terms of repayment including scheduled payments and final maturity

9. Prepayment: Voluntary and mandatory prepayment provisions

10. Fees: All fees payable under the facility

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

12. Increased Costs: Provisions dealing with changes in law or regulations affecting the lender's costs

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

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

15. General Undertakings: Borrower's general covenants and obligations

16. Events of Default: Circumstances constituting default and consequences

17. Changes to Parties: Provisions regarding assignments and transfers

18. Payment Mechanics: Administrative provisions regarding payments

19. Set-off: Rights of set-off and counterclaim

20. Notices: Communication procedures between parties

21. Calculations and Certificates: Provisions regarding calculations and evidence

22. Partial Invalidity: Severability provisions

23. Remedies and Waivers: Rights and remedies of the parties

24. Amendments and Waivers: Procedures for modifying the agreement

25. Governing Law: Danish law as governing law

26. Enforcement: Jurisdiction and dispute resolution provisions