The Loan Note Agreement serves as a crucial financing instrument in the Netherlands, providing a structured framework for debt financing through the issuance of loan notes. This document type is commonly used when companies or institutions seek to raise debt funding through a more formal instrument than a standard loan agreement, particularly useful for multiple lenders or when the debt is intended to be transferable. The agreement must comply with Dutch civil law requirements, particularly the Dutch Civil Code (Burgerlijk Wetboek) and financial regulations. It includes detailed provisions on interest calculations, payment mechanics, security arrangements (if applicable), and enforcement rights. The Loan Note Agreement is particularly valuable for medium to large-scale financing transactions where standardization and potential transferability of the debt instrument are desired, while maintaining the flexibility to accommodate specific commercial terms and conditions.

1. Parties: Identification of the Issuer/Borrower and initial Noteholder(s)/Lender(s)

2. Background: Context of the loan note issuance and purpose of the financing

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Subscription and Issuance: Terms of issuance, subscription amount, and closing mechanics

5. The Notes: Description of the notes, their form, and denomination

6. Interest: Interest rate, calculation method, and payment dates

7. Repayment and Redemption: Terms for repayment of principal, early redemption rights

8. Payments: Payment mechanics, currency, and business day conventions

9. Representations and Warranties: Standard representations and warranties by the Issuer

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

11. General Undertakings: General covenants of the Issuer

12. Events of Default: Circumstances constituting default and consequences

13. Taxes: Tax provisions, including gross-up obligations

14. Changes to Parties: Transfer and assignment provisions

15. Notices: Communication requirements and methods

16. Calculations and Evidence of Debt: Calculation conventions and record-keeping

17. Amendments and Waivers: Procedures for modifying the agreement

18. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions