The Term Loan Agreement is a fundamental financing document used when a borrower requires a fixed-term loan facility from a lender, typically for specific business purposes such as capital expenditure, acquisitions, or general corporate purposes. This agreement, governed by Dutch law, establishes the complete legal framework for the lending relationship, incorporating requirements from the Dutch Civil Code and financial regulations. It includes detailed provisions on loan disbursement, repayment terms, security arrangements, borrower covenants, and events of default. The document is essential for both bilateral and syndicated lending arrangements in the Netherlands, requiring careful consideration of Dutch banking regulations and financial supervision requirements. It serves as the primary contractual document defining the rights and obligations of all parties involved in the lending transaction.

1. Parties: Identification of the lender(s) and borrower(s) with full legal names and addresses

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

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

4. The Facility: Details of the loan amount, purpose, and availability

5. Conditions Precedent: Documents and conditions required before drawdown

6. Drawdown: Process and requirements for utilizing the loan

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

8. Repayment: Terms of repayment including scheduled installments and final maturity

9. Prepayment: Voluntary and mandatory prepayment provisions

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

11. Increased Costs: Provisions for dealing with changes in costs due to regulatory changes

12. Representations and Warranties: Statements of fact and assurances given by the borrower

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

14. General Undertakings: Positive and negative covenants of the borrower

15. Events of Default: Circumstances that allow the lender to accelerate the loan

16. Changes to Parties: Rules for assignments and transfers

17. Payment Mechanics: Administrative provisions for making payments

18. Notices: Communication methods and contact details

19. Calculations and Certificates: Rules for calculations and evidence of amounts due

20. Partial Invalidity: Severability provisions

21. Remedies and Waivers: Rights and waivers provisions

22. Amendments and Waivers: Process for changing the agreement

23. Governing Law: Dutch law as governing law

24. Enforcement: Jurisdiction and enforcement provisions