The Shareholder Loan Note is a critical financing instrument used when a company seeks debt funding from its existing shareholders, often as an alternative or complement to external financing. This document is particularly relevant in the Dutch market where shareholder financing is a common practice for both startup and established companies. It must comply with Dutch corporate law, tax regulations, and financial supervision requirements. The note typically includes detailed provisions on interest rates, repayment terms, subordination to other debt, and any security arrangements. The document becomes especially important in scenarios such as bridge financing, growth capital needs, or when external debt is either unavailable or less attractive. A well-structured Shareholder Loan Note helps prevent future disputes and ensures clear documentation of the debt's terms while maintaining compliance with Dutch regulatory requirements.

1. Parties: Identification of the Lender (Shareholder) and Borrower (Company)

2. Background: Context of the loan, relationship between parties, and purpose of the financing

3. Definitions: Key terms used throughout the agreement

4. Loan Amount and Purpose: Specification of the principal amount and permitted use of funds

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

6. Repayment Terms: Principal repayment schedule, prepayment provisions, and payment mechanics

7. Representations and Warranties: Standard corporate representations and specific confirmations regarding the loan

8. Information Undertakings: Financial and other information to be provided to the lender

9. General Undertakings: Borrower's ongoing obligations and restrictions

10. Events of Default: Circumstances allowing acceleration of the loan

11. Tax Gross-up and Indemnities: Provisions for tax treatment and indemnification

12. Subordination: Ranking of the loan relative to other debt

13. Assignment and Transfer: Rules for transferring or assigning the loan note

14. Notices: Communication methods and contact details

15. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction