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Finance Agreement
"I need a Finance Agreement under Dutch law for a €5 million bilateral loan between ABC Bank N.V. as lender and XYZ Tech B.V. as borrower, with quarterly repayments starting March 2025."
1. Parties: Identification of the parties entering into the agreement, including full legal names and registration details
2. Background: Context of the agreement and brief description of the transaction
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. The Facility: Details of the financial facility, including amount, purpose, and availability
5. Conditions Precedent: Conditions that must be satisfied before the facility becomes available
6. Drawdown: Procedures and requirements for drawing down the facility
7. Interest and Fees: Interest rates, calculation methods, and all applicable fees
8. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments
9. Representations and Warranties: Statements of fact and assurances given by the borrower
10. Covenants: Positive and negative obligations of the borrower during the facility period
11. Events of Default: Circumstances that constitute default and consequences thereof
12. Changes to Parties: Rules regarding assignment, transfer, and succession
13. Notices: Communication procedures between parties
14. Miscellaneous: General provisions including severability, amendments, and governing law
15. Governing Law and Jurisdiction: Confirmation of Dutch law governance and jurisdiction arrangements
1. Security: Required when the facility is secured, detailing all security arrangements and enforcement rights
2. Guarantee: Needed when third-party guarantees are part of the transaction
3. Syndication Provisions: Required for syndicated facilities, including agency and voting provisions
4. Tax Provisions: Detailed tax clauses needed for cross-border transactions or specific tax arrangements
5. Market Disruption: Required for facilities with variable interest rates, addressing market disruption scenarios
6. Increased Costs: Required when lender needs protection against regulatory changes affecting costs
7. Anti-corruption Provisions: Detailed provisions required for international transactions or high-risk sectors
8. Sanctions Compliance: Required when there are international parties or cross-border elements
1. Schedule 1 - Conditions Precedent Documents: List of all required documents and conditions to be satisfied
2. Schedule 2 - Form of Drawdown Request: Standard form for requesting drawdowns under the facility
3. Schedule 3 - Repayment Schedule: Detailed schedule of repayment dates and amounts
4. Schedule 4 - Form of Compliance Certificate: Template for periodic compliance certification
5. Schedule 5 - Security Documents: List and copies of all security documents (if applicable)
6. Schedule 6 - Financial Covenants Calculations: Detailed methodology for calculating financial covenants
7. Appendix A - Contact Details: Contact information for all parties and authorized representatives
8. Appendix B - Fee Schedule: Detailed breakdown of all applicable fees and charges
Authors
Banking
Financial Services
Real Estate
Infrastructure
Energy
Manufacturing
Technology
Healthcare
Retail
Transportation
Agriculture
Construction
Telecommunications
Legal
Finance
Treasury
Compliance
Risk Management
Credit
Corporate Banking
Operations
Investment
Regulatory Affairs
Chief Financial Officer
Finance Director
Treasury Manager
Corporate Lawyer
Legal Counsel
Compliance Officer
Risk Manager
Credit Manager
Relationship Manager
Corporate Banking Manager
Finance Manager
Financial Controller
Investment Manager
Chief Legal Officer
Banking Operations Manager
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