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The Trade Finance Facility Agreement is a crucial document used when establishing financing arrangements for international trade transactions under German law. It is typically employed when a company requires regular access to trade finance products such as letters of credit, guarantees, or trade loans to support their import/export activities. The agreement provides a framework for multiple trade finance transactions, setting out the terms, conditions, and operational procedures while ensuring compliance with German banking regulations and commercial law requirements. It includes detailed provisions on facility utilization, security arrangements, reporting requirements, and risk management measures. This document is particularly important for businesses engaged in international trade that require reliable access to trade finance products from German financial institutions or under German law, and it needs to be structured to accommodate both domestic German legal requirements and international trade practices.

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

2. Background: Context of the trade finance facility and commercial purpose

3. Definitions and Interpretation: Defined terms, construction rules, and interpretation principles

4. The Facility: Core terms of the facility including type, purpose, and amount

5. Conditions Precedent: Documents and conditions required before utilization

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

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

8. Interest and Fees: Interest calculation, periods, default interest, and facility fees

9. Tax Provisions: Tax-related obligations and gross-up provisions

10. Increased Costs and Illegality: Provisions for dealing with regulatory changes and illegal events

11. Representations and Warranties: Standard and specific representations by the borrower

12. Information Undertakings: Required financial and operational reporting

13. General Undertakings: Positive and negative covenants

14. Events of Default: Default triggers and consequences

15. Changes to Parties: Transfer and assignment provisions

16. Payment Mechanics: Payment procedures, timing, and currency provisions

17. Set-off: Rights of set-off and payment netting

18. Notices: Communication methods and contact details

19. Calculations and Certificates: Basis for calculations and evidential value of certificates

20. Partial Invalidity: Severability provisions

21. Remedies and Waivers: Rights and waivers provisions

22. Amendments and Waivers: Procedures for modifying the agreement

23. Governing Law: Confirmation of German law as governing law

24. Enforcement: Jurisdiction and dispute resolution provisions