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The Term Loan Credit Agreement serves as the primary documentation for term loan facilities in the Netherlands, providing a legally binding framework for corporate lending transactions. This document is typically used when a borrower requires fixed-term financing for specific purposes such as acquisitions, capital expenditure, or general corporate purposes. The agreement must comply with Dutch financial regulations, including the Financial Supervision Act (Wft) and relevant provisions of the Dutch Civil Code. It contains detailed provisions covering the entire lifecycle of the loan, from initial drawdown to final repayment, and includes specific Dutch law concepts and requirements. The document is essential for both bilateral and syndicated lending arrangements, incorporating market-standard provisions while allowing for customization based on transaction-specific requirements.

1. Parties: Identification of the lender(s), borrower(s), and any other parties to the agreement

2. Background: Context of the loan agreement and brief description of the transaction

3. Definitions and Interpretation: Definitions of terms used throughout the agreement and interpretation rules

4. The Facility: Details 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

7. Interest: Interest rate, calculation methods, and payment provisions

8. Repayment: Terms for repayment of the loan, including scheduled payments

9. Prepayment: Provisions for voluntary and mandatory prepayment

10. Tax Gross Up and Indemnities: Provisions dealing with tax implications and related indemnities

11. Increased Costs: Provisions for dealing with changes in costs due to regulatory or legal changes

12. Representations and Warranties: Standard representations and warranties given by the borrower

13. Information Undertakings: Borrower's obligations to provide financial and other information

14. General Undertakings: Positive and negative covenants of the borrower

15. Events of Default: Circumstances constituting default and consequences

16. Changes to Parties: Provisions regarding assignment and transfer

17. Payment Mechanics: Administrative provisions regarding payments

18. Notices: Communication procedures between parties

19. Calculations and Certificates: Provisions regarding calculations and evidence of amounts due

20. Governing Law and Enforcement: Choice of Dutch law and jurisdiction provisions