The Common Terms Agreement is a cornerstone document in complex financing arrangements under Dutch law, typically used in syndicated lending, project finance, and other multi-source financing structures. It establishes a unified set of terms, conditions, and provisions that apply across all related finance documents, including representations, warranties, covenants, and events of default. This approach significantly reduces documentation complexity and ensures consistency across all facilities while complying with Dutch legal requirements and EU regulations. The agreement is particularly valuable when multiple lenders, facilities, or tranches are involved, as it provides a single point of reference for common provisions and streamlines any future amendments to these provisions.
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1. Parties: Identification of all parties to the agreement, including borrower(s), lenders, facility agent, and security trustee
2. Background: Context of the agreement and overview of the transaction structure
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. The Facilities: Overview of all facilities covered by the common terms
5. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective
6. Representations and Warranties: Standard representations and warranties given by the borrower(s)
7. Information Undertakings: Obligations regarding financial and other information to be provided to the lenders
8. Financial Covenants: Financial ratios and tests that the borrower must maintain
9. General Undertakings: General positive and negative covenants applicable to the borrower
10. Events of Default: Circumstances that would trigger a default under the agreement
11. Changes to Parties: Provisions regarding transfers, assignments, and changes to the parties
12. Administration: Role and duties of the facility agent and payment mechanics
13. Notices: Communication procedures and contact details
14. Calculations and Distribution: Rules for calculating amounts and distributing payments
15. Amendments and Waivers: Procedures for modifying the agreement and granting waivers
16. Governing Law and Enforcement: Choice of law and jurisdiction provisions
1. Security Provisions: Required when the facilities are secured, detailing the security structure and enforcement
2. Guarantee Provisions: Required when there are guarantors, detailing guarantee terms and limitations
3. Intercreditor Provisions: Required when there are multiple classes of creditors, establishing priority and payment waterfall
4. Tax Gross-Up and Indemnities: Detailed tax provisions, particularly relevant for cross-border transactions
5. Increased Costs and Market Disruption: Provisions dealing with changes in banking regulations or market conditions
6. Sustainability-Linked Provisions: Required for green or sustainability-linked facilities
7. Bank Product Obligations: Required when hedging or other bank products are included in the facility
8. Regulatory Compliance: Special provisions for regulated borrowers or industries
1. Lenders and Commitments: List of lenders and their respective commitments under each facility
2. Conditions Precedent Documents: Detailed list of required documentation and conditions
3. Form of Transfer Certificate: Standard form for transfers between lenders
4. Form of Accession Deed: Standard form for new parties joining the agreement
5. Form of Compliance Certificate: Template for periodic compliance reporting
6. Financial Covenant Calculations: Detailed methodology for calculating financial covenants
7. Security Documents: List and copies of all security documents
8. Notice Details: Detailed contact information for all parties
9. Form of Utilization Request: Standard form for requesting drawdowns
10. Existing Security and Financial Indebtedness: List of permitted existing arrangements
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Infrastructure
Real Estate
Energy and Utilities
Manufacturing
Transportation
Telecommunications
Healthcare
Technology
Construction
Mining and Natural Resources
Retail and Consumer Goods
Relevant Teams
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Development
Credit
Operations
Transaction Management
Project Finance
Relevant Roles
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
General Counsel
Compliance Officer
Corporate Finance Manager
Project Finance Manager
Financial Controller
Risk Manager
Transaction Manager
Senior Banker
Relationship Manager
Credit Risk Officer
Investment Manager
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