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Pari Passu Loan Agreement for Germany

Pari Passu Loan Agreement Template for Germany

A German law-governed loan agreement that establishes equal ranking (pari passu) rights among multiple lenders in relation to a borrower's obligations. The agreement sets out the terms for lending, including interest rates, repayment schedules, and security arrangements, while ensuring that all lenders maintain equal rights and priority in terms of payment and security. It incorporates specific German legal requirements, including compliance with the German Civil Code (BGB) and German Banking Act (KWG), and provides mechanisms for coordinating multiple lenders' rights and decisions.

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What is a Pari Passu Loan Agreement?

The Pari Passu Loan Agreement is commonly used in German corporate financing scenarios where multiple lenders provide funding to a single borrower or group of borrowers. This document type is particularly relevant when lenders require assurance of equal treatment in terms of payment rights, security interests, and enforcement capabilities. The agreement must comply with German law requirements, particularly the German Civil Code (BGB) and Banking Act (KWG), while incorporating standard international financing practices. It typically includes detailed provisions on loan terms, security sharing, voting rights among lenders, and enforcement mechanisms. The document is essential for structured finance transactions, corporate refinancing, and situations where maintaining equality among lenders is crucial for the financing structure.

What sections should be included in a Pari Passu Loan Agreement?

1. Parties: Identification of the borrower(s), lender(s), and any agents or security trustees

2. Background: Context of the loan agreement and description of pari passu nature

3. Definitions and Interpretation: Key terms, construction rules, and German law-specific definitions

4. The Facility: Loan amount, purpose, and availability conditions

5. Pari Passu Provisions: Equal ranking mechanisms and intercreditor arrangements

6. Utilization: Drawing conditions and procedures

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

8. Repayment and Prepayment: Scheduled repayments, voluntary and mandatory prepayment terms

9. Tax Gross Up and Indemnities: Tax provisions compliant with German tax law

10. Increased Costs: Provisions for changing regulatory or market conditions

11. Representations and Warranties: Standard German law representations and corporate authority

12. Information Undertakings: Financial and general information obligations

13. General Undertakings: Positive and negative covenants

14. Events of Default: Default triggers and consequences

15. Changes to Parties: Assignment and transfer provisions

16. Payment Mechanics: Payment procedures and calculations

17. Notices: Communication requirements and methods

18. Governing Law and Jurisdiction: German law provisions and jurisdiction clauses

What sections are optional to include in a Pari Passu Loan Agreement?

1. Security: Required if any security is provided for the loan

2. Syndication Provisions: Required for syndicated loans with multiple lenders

3. Agent and Security Trustee Provisions: Required when facility agents or security trustees are appointed

4. Majority Lenders Decisions: Required for multiple lender facilities

5. Currency Provisions: Required for multi-currency facilities

6. Set-off Rights: Optional provisions for set-off rights under German law

7. Debt Purchase Transactions: Required if debt trading is contemplated

8. Hedging Obligations: Required if hedging is part of the facility

What schedules should be included in a Pari Passu Loan Agreement?

1. Conditions Precedent: List of required documents and conditions

2. Form of Utilization Request: Standard form for drawing requests

3. Form of Transfer Certificate: Documentation for transfers between lenders

4. Form of Compliance Certificate: Template for periodic compliance certification

5. Repayment Schedule: Detailed amortization schedule

6. Form of Accession Deed: Template for new parties joining the agreement

7. Financial Covenants Calculations: Detailed calculation methods and definitions

8. Contact Details: Administrative and notice details for all parties

9. Form of TEG Letter: Effective global rate calculation if required

10. Security Documents: Forms of security agreements and pledges if applicable

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

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions







































































Clauses






































Relevant Industries

Banking

Financial Services

Corporate Finance

Investment Banking

Private Equity

Manufacturing

Real Estate

Infrastructure

Energy

Technology

Healthcare

Retail

Relevant Teams

Legal

Finance

Treasury

Credit

Risk Management

Compliance

Corporate Banking

Syndications

Transaction Management

Investment

Documentation

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Banking Lawyer

Loan Officer

Credit Manager

Investment Manager

Relationship Manager

Compliance Officer

Risk Manager

Transaction Manager

Debt Finance Manager

Syndications 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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