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Loan Master Agreement for the Netherlands

Loan Master Agreement Template for Netherlands

A comprehensive framework agreement governed by Dutch law that establishes the terms and conditions for lending arrangements between financial institutions and borrowers. The agreement sets out the fundamental provisions for the loan facility, including drawdown mechanics, interest calculations, repayment terms, representations and warranties, covenants, and events of default. It incorporates Dutch legal requirements and financial regulations while providing flexibility for multiple transactions under a single master agreement structure. The document ensures compliance with Dutch civil code requirements and financial supervision regulations while establishing a robust framework for ongoing lending relationships.

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What is a Loan Master Agreement?

The Loan Master Agreement serves as the primary documentation framework for establishing and governing lending relationships under Dutch law. This document is typically used when parties intend to enter into multiple loan transactions over time and want to avoid negotiating basic terms repeatedly. The agreement incorporates all essential provisions required by Dutch law and regulatory requirements, including those under the Dutch Civil Code (Burgerlijk Wetboek) and Financial Supervision Act (Wet op het financieel toezicht). It covers crucial aspects such as facility terms, conditions precedent, drawdown mechanics, interest calculations, repayment provisions, representations, warranties, and covenants. The master agreement structure allows for efficient documentation of subsequent loans through simplified supplemental agreements, making it particularly valuable for ongoing lending relationships between financial institutions and corporate borrowers.

What sections should be included in a Loan Master Agreement?

1. Parties: Identification of the lender(s) and borrower(s) and their legal details

2. Background: Context of the agreement and general purpose of the lending arrangement

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules

4. The Facility: Core terms of the loan facility including amount, purpose, and availability

5. Conditions Precedent: Conditions that must be satisfied before drawdown

6. Drawdown: Procedures and requirements for utilizing the loan facility

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

8. Repayment and Prepayment: Terms for scheduled repayment and voluntary/mandatory prepayment

9. Tax Provisions: Tax-related obligations and gross-up provisions

10. Representations and Warranties: Borrower's confirmations about its status and capacity

11. Covenants: Ongoing obligations of the borrower (financial and non-financial)

12. Events of Default: Circumstances constituting default and consequences

13. Changes to Parties: Rules for assignments and transfers

14. Administration: Operational aspects including payments and calculations

15. Notices: Communication procedures between parties

16. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions

What sections are optional to include in a Loan Master Agreement?

1. Multiple Currencies: Additional provisions for loans in multiple currencies, including conversion and availability

2. Syndication Provisions: Required when multiple lenders are involved, including voting rights and agent's role

3. Security Provisions: Include when the loan is secured, detailing security structure and enforcement

4. Guarantees: Required when third-party guarantees are part of the credit support

5. Market Disruption: Provisions dealing with market disruption events affecting interest rates

6. Increased Costs: Provisions for dealing with regulatory changes affecting lenders' costs

7. Set-off Rights: Detailed set-off provisions if required by lenders

8. Break Costs: Provisions for compensating lenders for broken funding periods

What schedules should be included in a Loan Master Agreement?

1. Form of Drawdown Request: Standard form for borrower to request loan disbursement

2. Conditions Precedent Documents: List of required documents and conditions to be satisfied

3. Form of Transfer Certificate: Standard documentation for transferring loan participations

4. Calculation of the Interest Rate: Detailed methodology for interest calculations

5. Form of Compliance Certificate: Template for periodic compliance reporting

6. Repayment Schedule: Detailed schedule of repayment dates and amounts

7. Contact Details: List of authorized contacts and notice details for all parties

8. Form of Accession Deed: Template for additional borrowers or guarantors joining the agreement

Authors

Alex Denne

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

Jurisdiction

Netherlands

Publisher

Ƶ

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions





























































Clauses

































Relevant Industries

Banking

Financial Services

Corporate Finance

Real Estate

Infrastructure

Manufacturing

Energy

Technology

Healthcare

Retail

Transportation

Agriculture

Construction

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Banking

Credit

Operations

Documentation

Transaction Management

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Legal Counsel

Corporate Lawyer

Compliance Officer

Credit Risk Manager

Relationship Manager

Loan Officer

Transaction Manager

Corporate Banking Manager

Financial Controller

Senior Finance Manager

Legal Director

Treasury Director

Risk 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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