The Subordinate Loan Agreement is a crucial financing document used when parties wish to establish a debt arrangement where the lender's claims are contractually subordinated to those of senior creditors. This type of agreement is commonly used in Dutch corporate financing structures, particularly in scenarios involving multiple layers of debt, corporate restructurings, or when companies need to strengthen their capital structure without diluting equity. The document must comply with Dutch civil law requirements and financial regulations, especially regarding subordination mechanics and creditor rights. It typically includes detailed provisions on payment restrictions, permitted payments, blockage periods, and turnover of proceeds, all structured within the framework of Dutch law. The agreement is particularly relevant in situations where companies seek to improve their balance sheet structure or when investors are willing to accept higher risk for potentially higher returns.

1. Parties: Identification of the Lender, Borrower, and any other relevant parties

2. Background: Context of the loan agreement and relationship between parties

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. The Loan: Principal amount, purpose, and subordinated nature of the loan

5. Subordination Terms: Specific provisions regarding the ranking of the loan and subordination to senior debt

6. Drawdown: Conditions and mechanics for drawing down the loan

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

8. Repayment: Terms and conditions for repayment of the principal

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

10. Representations and Warranties: Standard declarations made by the borrower about its status and capacity

11. Information Undertakings: Borrower's obligations to provide financial and other information

12. General Undertakings: Borrower's general obligations during the loan term

13. Events of Default: Circumstances that trigger default and consequences

14. Tax Gross Up and Indemnities: Provisions for tax-related payments and indemnifications

15. Changes to Parties: Rules regarding assignment and transfer of rights

16. Notices: Communication methods and contact details

17. Miscellaneous: Various standard provisions including severability and amendments

18. Governing Law and Jurisdiction: Dutch law as governing law and jurisdiction provisions