The Syndicated Loan Agreement is a fundamental document used in large-scale financing transactions where multiple lenders collectively provide funding to a borrower. Under Dutch law, this agreement must comply with specific requirements of the Dutch Civil Code and financial regulations while incorporating European Union directives. The document is typically used for significant financing needs such as acquisitions, project finance, or general corporate purposes where the loan amount requires participation from multiple lenders. It contains detailed provisions regarding facility terms, security interests, guarantees, representations and warranties, covenants, and events of default. The agreement also establishes the administrative framework for the syndicate, including the appointment and duties of the facility agent and security agent, voting mechanisms for lender decisions, and procedures for trading loan participations. The Dutch law context particularly influences provisions related to security rights, registration requirements, enforcement mechanisms, and insolvency scenarios.

1. Parties: Identification of the Borrower, Original Lenders, Agent, and Security Agent (if applicable)

2. Background: Context of the transaction and purpose of the facility

3. Definitions and Interpretation: Defined terms, construction provisions, and Dutch law-specific interpretations

4. The Facility: Nature, purpose, and amount of the loan facility

5. Conditions Precedent: Documents and conditions required before utilization

6. Utilization: Process and requirements for drawing down the loan

7. Repayment: Terms and schedule for repayment of the loan

8. Prepayment and Cancellation: Voluntary and mandatory prepayment provisions

9. Interest: Interest calculation, periods, and payment provisions

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

11. Tax Gross Up and Indemnities: Tax provisions and related indemnities

12. Increased Costs: Provisions for dealing with changes in law or regulations affecting lenders' costs

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

14. Information Undertakings: Obligations to provide financial and other information

15. Financial Covenants: Financial ratios and tests to be maintained

16. General Undertakings: Positive and negative covenants

17. Events of Default: Circumstances constituting default and consequences

18. Changes to Parties: Transfer and assignment provisions

19. Role of the Agent and Security Agent: Rights, duties, and obligations of the administrative parties

20. Payment Mechanics: Payment provisions, calculations, and set-off rights

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

22. Notices: Communication methods and contact details

23. Calculations and Certificates: Basis for calculations and form of certificates

24. Partial Invalidity: Severability provisions

25. Remedies and Waivers: Rights and remedies of the parties

26. Amendments and Waivers: Process for modifying the agreement

27. Governing Law and Enforcement: Dutch law as governing law and jurisdiction provisions