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Pro Forma Credit Agreement
"I need a Pro Forma Credit Agreement under Dutch law for a €10 million secured term loan facility between ABC Bank N.V. as lender and XYZ Tech B.V. as borrower, with quarterly repayments starting March 2025 and including standard financial covenants for the technology sector."
1. Parties: Identification of the lender(s), borrower(s), and any guarantors or other relevant parties
2. Background: Context of the credit facility, purpose of the loan, and any relevant historical information
3. Definitions: Detailed definitions of terms used throughout the agreement
4. The Facility: Description of the credit facility, including type, amount, and purpose
5. Conditions Precedent: Conditions that must be satisfied before the facility becomes available
6. Utilization: Process and requirements for drawing down the facility
7. Repayment: Terms and schedule for repayment of the facility
8. Interest: Interest rate(s), calculation methods, and payment terms
9. Fees: All applicable fees, including arrangement fees, commitment fees, and other charges
10. Tax Gross Up and Indemnities: Provisions for tax-related matters and associated indemnities
11. Representations and Warranties: Statements of fact and assurances given by the borrower
12. Information Undertakings: Borrower's obligations to provide financial and other information
13. General Undertakings: Borrower's general obligations and restrictions during the facility period
14. Events of Default: Circumstances that constitute default and their consequences
15. Changes to Parties: Provisions for assignments, transfers, and changes in facility participants
16. Administration: Administrative aspects including calculations, notices, and communications
17. Governing Law and Enforcement: Choice of Dutch law and jurisdiction provisions
1. Financial Covenants: Specific financial ratios and tests the borrower must maintain - include when the credit facility requires financial monitoring
2. Security: Details of any collateral or security arrangements - include when the facility is secured
3. Guarantee: Terms of any guarantees provided - include when there are guarantors
4. Increased Costs: Provisions for dealing with regulatory or law changes affecting lender costs - include for longer-term facilities
5. Market Disruption: Provisions for handling market disruption events - include for facilities with market-based interest rates
6. Multi-currency Provisions: Rules for handling multiple currencies - include for multi-currency facilities
7. Accordion Feature: Provisions for increasing the facility amount - include when facility may need to be expanded
8. Ranking and Subordination: Provisions regarding ranking of debt - include when there are multiple creditors
1. Conditions Precedent Documents: List of required documents and conditions to be satisfied before first utilization
2. Form of Utilization Request: Standard form for requesting drawdown of the facility
3. Form of Transfer Certificate: Standard form for transferring participation in the facility
4. Repayment Schedule: Detailed schedule of repayment dates and amounts
5. Form of Compliance Certificate: Template for periodic compliance certification
6. Permitted Security: List of security interests permitted under the agreement
7. Form of Accession Deed: Standard form for new parties joining the agreement
8. Interest Calculation Examples: Examples showing how interest will be calculated in various scenarios
Authors
Affiliate
Agreement
Applicable Margin
Availability Period
Available Commitment
Available Facility
Base Rate
Borrower
Business Day
Calculation Period
Commitment
Compliance Certificate
Confidential Information
Default
Default Interest
Disruption Event
Dutch Civil Code
EURIBOR
Event of Default
Facility
Facility Office
Fee Letter
Finance Document
Finance Party
Financial Indebtedness
Financial Statements
Financial Year
Group
Guarantor
Holding Company
Interest Period
Interest Payment Date
Legal Reservation
Lender
Loan
Material Adverse Effect
Month
Original Financial Statements
Original Jurisdiction
Participating Member State
Party
Permitted Security Interest
Quotation Day
Reference Banks
Repeating Representations
Representative
Security
Security Document
Subsidiary
Tax
Total Commitments
Transfer Certificate
Transfer Date
Unpaid Sum
Utilization
Utilization Date
Utilization Request
VAT
Works Council
The Facility
Purpose
Conditions of Utilization
Utilization
Repayment
Prepayment and Cancellation
Interest
Interest Periods
Changes to the Calculation of Interest
Fees
Tax Gross Up and Indemnities
Increased Costs
Other Indemnities
Mitigation
Costs and Expenses
Representations
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Changes to the Parties
Payment Mechanics
Set-off
Notices
Calculations and Certificates
Partial Invalidity
Remedies and Waivers
Amendments and Waivers
Confidentiality
Counterparts
Governing Law
Enforcement
Jurisdiction
Service of Process
Banking and Financial Services
Corporate Lending
Investment Banking
Real Estate
Manufacturing
Technology
Retail
Energy
Infrastructure
Healthcare
Transportation and Logistics
Agriculture
Telecommunications
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Banking
Credit Analysis
Portfolio Management
Transaction Management
Business Development
Corporate Affairs
Chief Financial Officer
Finance Director
Treasury Manager
Corporate Lawyer
Legal Counsel
Banking Lawyer
Credit Manager
Risk Manager
Relationship Manager
Compliance Officer
Corporate Banking Officer
Financial Controller
Business Development Manager
Loan Officer
Credit Analyst
Transaction Manager
Portfolio Manager
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