Pro Forma Credit Agreement Template for Netherlands

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Key Requirements PROMPT example:

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."

Document background
The Pro Forma Credit Agreement serves as a standardized template for credit facilities in the Netherlands, designed to comply with Dutch law and regulatory requirements. This document is typically used when establishing new lending relationships or restructuring existing credit facilities, providing a framework that can be customized based on specific transaction requirements while maintaining compliance with Dutch financial regulations. It incorporates all essential elements required by Dutch law, including detailed facility terms, security arrangements (if applicable), and regulatory compliance provisions. The agreement is structured to accommodate various types of credit facilities while ensuring adherence to Dutch banking regulations, the Civil Code, and relevant EU directives. This pro forma version serves as a starting point for negotiations, allowing parties to modify terms while maintaining the required legal and regulatory framework.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Banking and Financial Services

Corporate Lending

Investment Banking

Real Estate

Manufacturing

Technology

Retail

Energy

Infrastructure

Healthcare

Transportation and Logistics

Agriculture

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Corporate Banking

Credit Analysis

Portfolio Management

Transaction Management

Business Development

Corporate Affairs

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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