Senior Loan Agreement Template for Belgium

The Senior Loan Agreement is a fundamental financing document used when a company seeks to obtain senior debt financing from banks or financial institutions in Belgium. This agreement is particularly relevant for corporate borrowers seeking substantial financing where the loan will have priority ranking over other debts. The document comprehensively covers all aspects of the lending relationship, including detailed provisions for drawdown mechanics, interest calculations, repayment terms, and security arrangements, all structured within the Belgian legal framework. It is essential for significant corporate transactions, acquisitions, real estate developments, or general corporate financing needs. The agreement must comply with Belgian financial regulations, including the Financial Law of 2014 and relevant EU regulations, while also addressing specific Belgian law requirements regarding security interests and enforcement mechanisms.

1. Parties: Identification of the lender(s), borrower(s), and any guarantors

2. Background: Context of the loan agreement and purpose of the facility

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

4. The Facility: Details of the loan facility, including amount, purpose, and availability

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

6. Drawdown: Procedures and requirements for utilizing the loan

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

8. Repayment: Terms for repayment of the loan, including scheduled payments

9. Prepayment: Provisions for voluntary and mandatory prepayment

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

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

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

13. Information Undertakings: Requirements for financial and other information provision

14. Financial Covenants: Financial ratios and tests to be maintained

15. General Undertakings: Positive and negative covenants of the borrower

16. Events of Default: Circumstances constituting default and consequences

17. Changes to Parties: Transfer and assignment provisions

18. Payment Mechanics: Administrative provisions for payments

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

20. Notices: Communication procedures between parties

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

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: Belgian law as governing law

26. Enforcement: Jurisdiction and enforcement provisions