The Loan Syndication Agreement is essential for large-scale financing transactions where the loan amount or risk profile necessitates participation from multiple lenders. This agreement, governed by Dutch law, creates a standardized framework for all participating financial institutions, ensuring consistent terms while allowing for efficient loan administration and transfer. It includes detailed provisions for facility utilization, interest calculations, security arrangements, and covenant packages, incorporating specific Dutch law requirements such as parallel debt structures and financial regulatory compliance. The document is particularly relevant for project finance, acquisition finance, real estate development, and other substantial capital-intensive ventures where risk sharing among lenders is desired. It addresses both domestic Dutch requirements and international banking practices, making it suitable for cross-border transactions while maintaining compliance with local law requirements.

1. Parties: Identification of all initial parties including Borrower(s), Original Lenders, Facility Agent, and Security Agent

2. Background: Context of the agreement including purpose of the facility and basic transaction structure

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

4. The Facilities: Details of the loan facilities, including types, purpose, and commitment amounts

5. Purpose: Specified purpose of the loan and restrictions on use of proceeds

6. Conditions of Utilisation: Conditions precedent and subsequent, utilisation mechanics

7. Utilisation: Process and requirements for drawing down the loan

8. Repayment: Repayment terms, schedules, and prepayment provisions

9. Prepayment and Cancellation: Voluntary and mandatory prepayment events and cancellation rights

10. Interest: Interest calculation, periods, payment, and default interest

11. Fees: All applicable fees including arrangement, commitment, and agency fees

12. Tax Gross-Up and Indemnities: Tax provisions and related indemnification obligations

13. Increased Costs: Provisions for dealing with changes affecting lenders' costs

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

15. Information Undertakings: Ongoing information and reporting obligations

16. Financial Covenants: Financial maintenance covenants and related definitions

17. General Undertakings: General positive and negative covenants

18. Events of Default: Default triggers and consequences

19. Changes to the Parties: Transfer and assignment provisions, accession mechanics

20. Role of the Facility Agent: Facility Agent's rights, duties, and responsibilities

21. Role of the Security Agent: Security Agent's rights, duties, and responsibilities

22. Sharing Among the Finance Parties: Payment sharing and redistribution mechanisms

23. Payment Mechanics: Payment procedures, currency provisions, set-off

24. Set-Off: Rights of set-off and related provisions

25. Notices: Communication methods and requirements

26. Calculations and Certificates: Basis for calculations and certificates

27. Partial Invalidity: Severability provisions

28. Remedies and Waivers: Rights and remedies, waiver provisions

29. Amendments and Waivers: Process for amendments and waivers

30. Governing Law: Dutch law as governing law

31. Enforcement: Jurisdiction and enforcement provisions