Repurchase Agreement Template for Netherlands

A Dutch law-governed Repurchase Agreement is a specialized financial contract that establishes the framework for securities financing transactions between parties. It governs the sale of securities with a simultaneous commitment to repurchase them at a later date for a specified price. The agreement incorporates specific Dutch legal requirements and European Union regulations, particularly regarding financial collateral arrangements and securities financing transactions. It includes detailed provisions for margin maintenance, default scenarios, and close-out procedures, while ensuring compliance with Dutch financial supervision laws and regulatory requirements.

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What is a Repurchase Agreement?

The Repurchase Agreement serves as the primary legal framework for conducting repo transactions in the Netherlands, enabling parties to engage in secured financing arrangements through the sale and repurchase of securities. This document is essential when parties wish to establish a lasting relationship for conducting multiple repo transactions, providing the legal and operational foundation for these deals. It incorporates specific Dutch law requirements, including provisions from the Dutch Civil Code and Financial Supervision Act, while also adhering to European Union regulations such as the Securities Financing Transactions Regulation (SFTR) and Financial Collateral Directive. The agreement covers crucial aspects such as purchase and repurchase obligations, margin maintenance, default scenarios, and close-out procedures, making it suitable for financial institutions, banks, and other entities engaging in securities financing transactions in the Dutch market.

What sections should be included in a Repurchase Agreement?

1. Parties: Identification of the contracting parties, including their legal names, registration details, and addresses

2. Background: Context of the agreement and general purpose of entering into repo transactions

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. Scope and Interpretation: General scope of the agreement and rules for interpretation

5. Purchase and Repurchase Obligations: Core provisions detailing the mechanics of repo transactions, including purchase price, repurchase price, and pricing rate

6. Initiation and Confirmation: Process for initiating transactions and confirming their terms

7. Income Payments and Corporate Actions: Treatment of income received on purchased securities and handling of corporate actions

8. Margin Maintenance: Requirements and procedures for maintaining margin, including margin transfers and calculations

9. Substitution: Rules and procedures for substituting purchased securities

10. Representations and Warranties: Standard and transaction-specific representations and warranties of the parties

11. Events of Default: Definition of events of default and their consequences

12. Close-out and Set-off: Procedures for early termination and calculation of amounts due

13. Tax Provisions: Allocation of tax obligations and procedures for tax-related payments

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

What sections are optional to include in a Repurchase Agreement?

1. Agency Provisions: Required when one or both parties act as agent for third parties

2. Buy/Sell Back Transactions: Include when parties wish to enter into buy/sell back transactions as an alternative to classic repos

3. Electronic Trading: Required when parties utilize electronic trading platforms

4. Tri-party Arrangements: Include when using a tri-party collateral agent

5. Special Custody Arrangements: Required when specific custody arrangements are needed for the securities

6. Force Majeure: Optional provisions for handling extraordinary events affecting performance

7. Central Counterparty Provisions: Required when transactions will be cleared through a CCP

What schedules should be included in a Repurchase Agreement?

1. Schedule 1 - Form of Confirmation: Standard template for transaction confirmations

2. Schedule 2 - Eligible Securities: List and characteristics of securities eligible for repo transactions

3. Schedule 3 - Margin Ratios and Thresholds: Detailed margin percentages and threshold amounts for different security types

4. Schedule 4 - Addresses for Notices: Contact details and acceptable methods for notices

5. Schedule 5 - Settlement Systems and Arrangements: Details of agreed settlement systems and procedures

6. Schedule 6 - Buy/Sell Back Annex: Supplementary terms for buy/sell back transactions

7. Schedule 7 - Agency Annex: Supplementary terms for agency transactions

8. Schedule 8 - Electronic Trading Annex: Terms governing electronic trading arrangements

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

Cost

Free to use

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