Large Credit Agreement Template for Netherlands

A comprehensive financing agreement governed by Dutch law that establishes the terms and conditions for a large-scale credit facility. The document details the lending arrangement between sophisticated parties, typically involving substantial loan amounts and complex security structures. It incorporates requirements under the Dutch Civil Code and Financial Supervision Act, while often following international banking practices. The agreement includes detailed provisions for drawdown conditions, repayment terms, financial covenants, security arrangements, and includes comprehensive representations, warranties, and undertakings tailored to Dutch legal requirements.

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What is a Large Credit Agreement?

This Large Credit Agreement template is designed for use in significant financing transactions under Dutch law, typically involving loan amounts exceeding €50 million. It serves as the primary documentation for corporate lending transactions, acquisition financing, or large-scale project financing. The agreement incorporates requirements under Dutch financial regulations, including the Financial Supervision Act (Wft) and Dutch Civil Code, while maintaining compatibility with international banking practices. It is particularly suited for transactions involving multiple lenders, complex security structures, and sophisticated corporate borrowers. The document includes comprehensive provisions for facility terms, conditions precedent, representations and warranties, covenants, and events of default, all tailored to comply with Dutch legal requirements and market standards.

What sections should be included in a Large Credit Agreement?

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

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

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

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

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

6. Drawdown: Procedures and requirements for utilizing the facility

7. Repayment: Terms of repayment including schedule, prepayment provisions, and mandatory prepayment events

8. Interest: Interest calculation, periods, payment dates, and default interest

9. Fees: All applicable fees including arrangement, commitment, and prepayment fees

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

11. Increased Costs and Illegality: Provisions dealing with changes in law or circumstances affecting the facility

12. Representations and Warranties: Borrower's confirmations regarding its status and capacity

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

14. General Undertakings: Borrower's positive and negative covenants

15. Financial Covenants: Financial ratios and tests the borrower must maintain

16. Events of Default: Circumstances constituting default and consequences

17. Changes to Parties: Provisions regarding assignments, transfers, and syndication

18. Administration: Operational aspects including payments, calculations, and notices

19. Governing Law and Enforcement: Choice of law and jurisdiction provisions

What sections are optional to include in a Large Credit Agreement?

1. Security: Required if the facility is secured, detailing security package and enforcement rights

2. Guarantee: Required if there are guarantors, containing guarantee terms and limitations

3. Subordination: Include when there are multiple creditors requiring ranking of claims

4. Bank Accounts: Required if specific account structure or cash management system is needed

5. Hedging: Include if interest rate or currency hedging is mandatory

6. Parallel Debt: Required under Dutch law if security is held by a security trustee

7. Multi-currency Provisions: Include if facility can be drawn in multiple currencies

8. Accordion Feature: Include if facility amount can be increased

9. Green Loan Provisions: Include if facility has sustainability-linked features

What schedules should be included in a Large Credit Agreement?

1. Conditions Precedent: Detailed list of required documents and conditions

2. Form of Drawdown Request: Template for borrower to request utilization

3. Form of Transfer Certificate: Template for transferring commitments/loans

4. Repayment Schedule: Detailed amortization schedule if term loan

5. Financial Covenants Calculations: Detailed calculations and definitions for financial covenants

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

7. Security Documents: List and copies of security documentation

8. Existing Security and Financial Indebtedness: Details of permitted existing arrangements

9. Form of Accession Deed: Template for additional parties joining

10. Address Details: Contact details for notices

11. Form of Assignment Agreement: Template for assigning rights under the agreement

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

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

Credit Agreement

Sector

Banking

Cost

Free to use

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