The Facility Agreement Loan is a fundamental document in corporate lending transactions under Dutch law, used to establish and govern credit facilities provided by financial institutions to corporate borrowers. This agreement type is essential for both bilateral and syndicated lending arrangements, detailing all aspects of the lending relationship including facility amounts, interest rates, repayment terms, security arrangements, and covenant packages. The document must comply with Dutch legal requirements, particularly the Dutch Civil Code and Financial Supervision Act, while often incorporating international lending practices. It's typically used for corporate financing, acquisition financing, real estate financing, or general corporate purposes, and can be adapted for both secured and unsecured facilities. The agreement includes comprehensive provisions for drawdown mechanics, conditions precedent, representations and warranties, undertakings, and events of default, structured to provide clarity and certainty for all parties involved.

1. Parties: Identification of the lender(s), borrower(s), facility agent (if applicable), and other primary parties to the agreement

2. Background: Brief description of the transaction and its purpose

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

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

5. Conditions Precedent: Documents and conditions required before drawdown

6. Utilisation: Process and requirements for drawing down the facility

7. Repayment: Terms for repayment of the facility including scheduled repayments

8. Prepayment and Cancellation: Voluntary and mandatory prepayment provisions and cancellation rights

9. Interest: Interest calculation, periods, and payment provisions including default interest

10. Fees: All fees payable under the facility including arrangement, commitment, and agency fees

11. Tax Gross Up and Indemnities: Tax provisions including gross-up obligations and tax indemnities

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

13. Representations: Borrower's representations and warranties

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

15. Financial Covenants: Financial ratios and other financial requirements to be maintained

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. Payment Mechanics: Administrative provisions regarding payments

20. Set-off: Rights of set-off and their application

21. Notices: Communication requirements and contact details

22. Calculations and Certificates: Provisions regarding calculations and evidence

23. Partial Invalidity: Severability provisions

24. Remedies and Waivers: Rights and waivers provisions

25. Amendments and Waivers: Process for making changes to the agreement

26. Governing Law: Dutch law as governing law provision

27. Enforcement: Jurisdiction and enforcement provisions