The Facilities Agreement is a fundamental document in corporate financing transactions under Dutch law, used to establish and govern the relationship between lenders and borrowers in various financing arrangements. It can be used for different types of facilities including term loans, revolving credit facilities, or mixed facilities, and can be structured as bilateral or syndicated arrangements. The agreement incorporates requirements from Dutch financial regulations, including the Financial Supervision Act and Dutch Civil Code, while also addressing relevant EU banking regulations. It typically includes detailed provisions on facility terms, security arrangements, representations and warranties, covenants, and events of default, making it essential for both secured and unsecured lending transactions. The document serves as the primary agreement governing the entire lending relationship and is crucial for both day-to-day operation of the facility and any enforcement scenarios.
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1. Parties: Identification of the lender(s), borrower(s), and any guarantors or security providers
2. Background: Context of the facility agreement and purpose of the loan
3. Definitions and Interpretation: Definitions of terms used throughout the agreement and interpretation rules
4. The Facility: Description of the facility type, amount, purpose and availability
5. Conditions Precedent: Conditions that must be satisfied before drawdown
6. Utilisation: Process and requirements for drawing down the facility
7. Repayment: Terms and schedule for repayment of the facility
8. Prepayment and Cancellation: Provisions for voluntary and mandatory prepayment
9. Interest: Interest calculation, periods, and payment provisions
10. Fees: Arrangement, commitment, and other applicable fees
11. Tax Gross Up and Indemnities: Tax-related provisions and indemnification obligations
12. Increased Costs: Provisions for dealing with changes in costs due to regulatory changes
13. Representations and Warranties: Statements of fact and assurances given by the borrower
14. Information Undertakings: Obligations to provide financial and other information
15. General Undertakings: Positive and negative covenants of the borrower
16. Events of Default: Circumstances constituting default and consequences
17. Changes to Parties: Transfer and assignment provisions
18. Payment Mechanics: Administrative provisions for payments
19. Notices: Communication procedures between parties
20. Calculations and Certificates: Provisions regarding calculations and evidence
21. Governing Law and Enforcement: Choice of Dutch law and jurisdiction provisions
1. Syndicate Provisions: Required for syndicated facilities, including roles of facility agent and security trustee
2. Security Provisions: Required when the facility is secured, detailing security structure and enforcement
3. Guarantee Provisions: Required when there are guarantors, detailing guarantee terms and limitations
4. Accordion Facility: Optional provision allowing for future increase in facility amount
5. Multi-currency Provisions: Required for facilities available in multiple currencies
6. Letter of Credit Provisions: Required if the facility includes letter of credit issuance
7. Bank Guarantee Provisions: Required if the facility includes bank guarantee issuance
8. Green Loan Provisions: Required for facilities qualifying as green loans, including sustainability metrics
9. Regulatory Compliance: Additional provisions for regulated borrowers or specific regulatory requirements
1. Conditions Precedent: Detailed list of required documents and conditions
2. Form of Utilisation Request: Standard form for drawdown requests
3. Form of Transfer Certificate: Standard form for transfers between lenders
4. Repayment Schedule: Detailed amortization schedule for term facilities
5. Form of Compliance Certificate: Template for periodic compliance reporting
6. Existing Security: List of existing security interests and encumbrances
7. Form of Accession Deed: Standard form for new parties joining the agreement
8. Financial Covenants: Detailed financial covenant calculations and definitions
9. Group Structure: Corporate structure chart of the borrower group
10. Commitment Schedule: Details of lenders' commitments (for syndicated facilities)
11. Form of Quarterly Financial Statements: Template for required financial reporting
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