Rollover Loan Agreement for the Netherlands

Rollover Loan Agreement Template for Netherlands

A Dutch law-governed Rollover Loan Agreement is a specialized financing document that establishes a credit facility where the borrower can continuously renew or 'roll over' the loan for successive periods. The agreement is structured under Dutch legal requirements and incorporates specific provisions for interest calculation, drawdown mechanics, and renewal procedures. It includes comprehensive terms for conditions precedent, representations and warranties, covenants, and events of default, all aligned with Dutch banking practices and regulatory requirements. The document typically contains provisions for both the initial loan and subsequent renewal periods, with detailed mechanisms for interest rate setting at each rollover date.

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What is a Rollover Loan Agreement?

The Rollover Loan Agreement is a fundamental financing document used in the Dutch market when parties wish to establish a flexible lending arrangement that allows for periodic renewal of the loan facility. This type of agreement is particularly useful for businesses requiring ongoing access to credit while maintaining the ability to adjust interest rates periodically. The document incorporates essential Dutch legal requirements and market practices, making it suitable for both bilateral and syndicated lending arrangements. It addresses key aspects such as drawdown mechanics, interest calculations, rollover procedures, and compliance with Dutch financial regulations. The agreement is typically used by financial institutions lending to corporate borrowers and can be adapted for various financing purposes, from working capital to project finance. It includes comprehensive provisions for loan administration, including conditions for renewals, interest rate setting mechanisms, and procedures for dealing with market disruption events.

What sections should be included in a Rollover Loan Agreement?

1. Parties: Identification of the lender(s) and borrower(s), including registration details and addresses

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

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including calculation of interest periods and rollover mechanics

4. The Facility: Details of the loan facility, including amount, purpose, and rollover provisions

5. Conditions Precedent: Conditions that must be satisfied before initial drawdown and subsequent rollovers

6. Drawdown and Rollover: Procedures for requesting drawdowns and rollovers, including notice requirements

7. Interest: Interest calculation, periods, rates, and payment provisions

8. Repayment and Prepayment: Terms for repayment, prepayment options, and consequences

9. Tax Provisions: Tax-related obligations and gross-up provisions

10. Representations and Warranties: Standard representations and warranties given by the borrower

11. Covenants: Financial and general covenants the borrower must maintain

12. Events of Default: Circumstances constituting default and consequences

13. Changes to Parties: Rules for assignment and transfer of rights and obligations

14. Payment Mechanics: Payment procedures, currencies, and set-off rights

15. Notices: Communication requirements and methods

16. Calculations and Certificates: Rules for calculations and evidential value of certificates

17. Governing Law and Enforcement: Choice of Dutch law and jurisdiction provisions

What sections are optional to include in a Rollover Loan Agreement?

1. Syndication Provisions: Required for syndicated facilities, including facility agent and security agent provisions

2. Security: Include if the loan is secured, detailing security arrangements and enforcement

3. Increased Costs: Protection for lenders against regulatory changes, typically included in commercial loans

4. Market Disruption: Provisions dealing with market disruption events affecting interest rates

5. Break Costs: Include for fixed-rate periods or specific break cost requirements

6. Accordion Feature: Optional facility increase mechanisms

7. Multiple Currencies: Required if the facility can be drawn in multiple currencies

8. Green Loan Provisions: Include if the facility is structured as a green loan with sustainability targets

What schedules should be included in a Rollover Loan Agreement?

1. Schedule 1 - Conditions Precedent Documents: List of required documents and conditions for initial drawdown

2. Schedule 2 - Form of Drawdown Request: Template for drawdown and rollover requests

3. Schedule 3 - Form of Transfer Certificate: Template for transferring loans or commitments

4. Schedule 4 - Calculation of Interest and Fees: Detailed methodology for calculating interest and fees

5. Schedule 5 - Form of Compliance Certificate: Template for periodic compliance reporting

6. Schedule 6 - Repayment Schedule: If applicable, schedule of repayment installments

7. Appendix 1 - Financial Covenants Calculations: Detailed methodology for calculating financial covenants

8. Appendix 2 - Contact Details: List of administrative contacts for all parties

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 | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Banking

Financial Services

Real Estate

Infrastructure

Manufacturing

Energy

Technology

Healthcare

Retail

Transportation

Agriculture

Construction

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Credit Risk

Compliance

Corporate Banking

Loan Administration

Risk Management

Transaction Management

Corporate Finance

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Loan Officer

Credit Manager

Relationship Manager

Risk Manager

Compliance Officer

Finance Manager

Banking Manager

Corporate Finance Manager

Financial Controller

General Counsel

Transaction Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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