Senior Promissory Note Template for Netherlands

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Key Requirements PROMPT example:

Senior Promissory Note

"I need a Senior Promissory Note under Dutch law for a €5 million corporate loan with quarterly interest payments at 5.5% per annum, maturing on March 15, 2025, with the note to be secured against company equipment and inventory."

Document background
The Senior Promissory Note is a crucial financing instrument used in the Netherlands for documenting senior debt obligations. It serves as a formal acknowledgment of debt and a promise to repay, typically used in corporate financing, business loans, or structured financing transactions. The document's senior status ensures priority in payment over junior or subordinated debt, making it particularly important for lenders seeking stronger creditor protection. Under Dutch law, the note must comply with specific requirements of the Dutch Civil Code and financial regulations, particularly regarding form requirements, enforceability, and security interests. This instrument is commonly used when parties need a straightforward yet legally robust document to evidence a senior debt obligation, offering more flexibility than bonds but maintaining formal legal protection.
Suggested Sections

1. Parties: Identification of the Issuer (Maker) and the Payee (Holder) of the promissory note, including full legal names and addresses

2. Background: Brief context of the debt obligation and its purpose

3. Definitions: Key terms used throughout the note, including Business Day, Default Event, Senior Indebtedness, etc.

4. Promise to Pay: Unconditional promise to pay the principal amount, specifying the currency and payment location

5. Principal Amount: Clear statement of the principal sum being borrowed

6. Interest Rate: Specification of interest rate, calculation method, and payment frequency

7. Payment Terms: Schedule of payments, including maturity date and any installment provisions

8. Senior Status: Declaration of senior status and priority in relation to other indebtedness

9. Events of Default: Circumstances constituting default and consequences thereof

10. Remedies: Rights and remedies available to the holder upon default

11. Governing Law: Specification of Dutch law as governing law and jurisdiction provisions

Optional Sections

1. Security Interest: Include when the note is secured by specific assets or collateral

2. Guarantees: Include when there are third-party guarantors of the obligation

3. Prepayment Provisions: Include when early repayment is allowed, specifying any penalties or conditions

4. Tax Provisions: Include when specific tax considerations need to be addressed

5. Transfer Restrictions: Include when there are limitations on transferability of the note

6. Subordination Terms: Include when specific subordination arrangements with other creditors exist

7. Registration Rights: Include when the note needs to be registered with authorities

8. Conversion Rights: Include when the note can be converted into other securities

Suggested Schedules

1. Payment Schedule: Detailed amortization table showing all payment dates and amounts

2. Interest Calculation Method: Detailed explanation and examples of interest calculations

3. Form of Notice: Standard form for any notices required under the note

4. Security Details: If applicable, detailed description of any collateral or security

5. Permitted Indebtedness: List of other permitted debt obligations of the issuer

6. Required Compliance Certificates: Forms of any periodic certificates required from the issuer

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
Relevant Industries

Banking & Financial Services

Corporate Finance

Investment Management

Real Estate

Infrastructure

Manufacturing

Technology

Energy

Healthcare

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Corporate Secretariat

Risk Management

Compliance

Credit

Investment

Corporate Finance

Documentation

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Corporate Lawyer

Legal Counsel

Investment Manager

Credit Officer

Financial Controller

Debt Manager

Corporate Secretary

Risk Manager

Compliance Officer

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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